TCR_Public/070129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 29, 2007, Vol. 11, No. 24

                             Headlines

99 CENT: Case Summary & 20 Largest Unsecured Creditors
710 Romero: Voluntary Chapter 11 Case Summary
ACE SECURITIES: Fitch Holds Low-B Ratings on Four Class Certs.
ADELPHIA COMMS: Court Okays Stipulation Resolving FPL Note Claims
ADELPHIA COMMS: Court OKs Stipulation Resolving U.S. Bank's Claims

AMERICAN CABINETRY: Case Summary & 26 Largest Unsecured Creditors
ARK #1: Case Summary & 20 Largest Unsecured Creditors
ASSOCIATES GROUP: Case Summary & Four Largest Unsecured Creditors
BALDOR ELECTRIC: Moody's Holds B3 Rating on $550 Million Sr. Notes
BASIC ENERGY: Moody's Rates Amended & Upsized Facility at Ba1

BDO SEIDMAN: Gets Sued by Banco Espirito for $170 Million
BOCA CIEGA: Voluntary Chapter 11 Case Summary
BURLINGTON COAT: Poor Performance Prompts S&P's Negative Outlook
CALPINE CORP: Harbinger Submits $100 Million Alternative Offer
CANAL CAPITAL: Todman & Company Raises Going Concern Doubt

CAPITAL AUTO: Fitch Upgrades Rating on Series 2006-1 Class D Notes
CEP HOLDING: Has Until April 18 to Make Lease Related Decisions
CHARTWELL SENIORS: Board Restructures Senior Management Team
CHASEFLEX TRUST: Fitch Puts Low-B Ratings on $4.27 Million Certs.
COOPER COS: Discloses Proposed $1 Billion Refinancing

COPELANDS' ENTERPRISES: Selects Glenn Burdette as Accountants
CORPORATE CONNECTION: Case Summary & 20 Largest Unsec. Creditors
DELPHI CORP: Court Lifts Stay Letting Cadence Pursue Patent Suit
DELPHI CORP: Two Panels Want to File Discovery Motion Under Seal
DELPHI CORP: Tower Automotive Wants Stay Lifted to Commence Suit

DIANE OZAROWSKI: Case Summary and Four Largest Unsecured Creditors
DOV PHARMA: May File for Bankruptcy if Restructuring Fails
DURA AUTOMOTIVE: Judge Carey Approves Deloitte & Touche as Auditor
DURA AUTOMOTIVE: Judge Carey Approves Deloitte as Tax Advisor
DURA AUTOMOTIVE: Gets Court Ok to Assume Lear Settlement Agreement

DURA AUTOMOTIVE: Section 341(a) Meeting Will Resume Wednesday
ECHOSTAR COMMS: Fitch Holds Convertible Subor. Notes' Rating at B
EDDIE BAUER: Defers Special Stockholders Meeting to February 8
ENTERGY NEW: Panel Says Documents Are Not Entitled to Protection
FIRST HORIZON: Fitch Holds Low-B Ratings on 8 Class  Certificates

FLINTKOTE COMPANY: Wants Court to Extend Exclusive Periods
FLINTKOTE CO: Wants Until April 27 to Decide on Headquarters Lease
FORD MOTOR: Exec Bonuses May Hamper Cost-Cutting Deal with Union
FREMONT GENERAL: Fitch Revises Outlook to Negative from Stable
G.M. CROCETTI: Case Summary & Three Largest Unsecured Creditors

GALAXY MINERALS: Case Summary & List of Known Creditors
GAP INC: Company Not for Sale, Interim CEO Fisher Tells Employees
GENERAL MOTORS: GMAC's Mortgage Exposure May Hit GM, Analysts Say
GENERAL MOTORS: Plans to Sell Allison Transmission to Cut Costs
GLOBAL HOME: Judge Gross Extends Exclusivity Period to April 5

GLOBAL HOME: Taps Johnson Associates as Compensation Advisor
GLOBAL HOME: Wants Until July 15 to Remove State Court Civil Suits
GLOBAL TEL*LINK: Moody's Affirms Corporate Family Rating at B1
GREENPARK RUNKLE: Case Summary & Largest Unsecured Creditor
HAROLD LISONBEE: Case Summary & 10 Largest Unsecured Creditors

HC CARRIBEAN: Must File Plan and Disclosure Statement by March 15
HEADWATERS INC: Completes Sale of 2.5% Convertible Senior Notes
INDIAN CREEK: Chapter 7 Trustee Hires Luce Forward as Counsel
LA SPECIALTY: Voluntary Chapter 11 Case Summary
LBUBS: Fitch Affirms Rating on $5 Mil. Class N Certificates at BB-

LEHMAN XS: Moody's Assigns B2 Ratings on Class A-4 Notes
LIBERTY TAX: December 15 Balance Sheet Upside-Down by $28.6 Mil.
LIFECARE HOLDINGS: Moody's Junks Rating on $150 Mil. Senior Notes
MAVERICK MATERIALS: Voluntary Chapter 11 Case Summary
MERRILL LYNCH: Fitch Holds Low-B Ratings on 7 Class Certificates

MIRANT CORP: Mirant Lovett Wants More Time to File Plan
MOSAIC COMPANY: Potential Earnings Loss Cues Fitch's Neg. Watch
MS 1997-XL1: Fitch Holds Junk Ratings on Class G & H Certificates
NASDAQ STOCK: Offer Price Hinders Takeover Talks with LSE
NEWCASTLE CDO: Fitch Holds Rating on $16 Mil. Class V Notes at BB

NEWPARK RESOURCES: SEC Filing Prompts Moody's Stable Outlook
NICHOLAS-APPLEGATE: Moody's Junks Rating on $10 Mil. Class D Notes
NORTEL NETWORKS: Ontario Court Approves $2.5 Billion Settlement
OCA INC: Court Confirms Plan of Reorganization
OPIMIAN GROUP: Voluntary Chapter 11 Case Summary

PAMELA STOCKFISH: Case Summary & Four Largest Unsecured Creditors
PROPEX INC: Inks Second Amendment to Credit Agreement
QUIGLEY CO: Wants Pfizer DIP Financing Extended Until August 13
QUIGLEY CO: Asks Court to Move Removal of Actions Period to Aug. 1
SCOTT WILLIAMS: Case Summary & 20 Largest Unsecured Creditors

SCOTTISH RE: Rejects Brandes Investment's Proposal
SIGNAL PROCESSING: Receives Nasdaq Common Stock Delisting Notice
SIL CLEAN: Case Summary & 20 Largest Unsecured Creditors
SILICON VALLEY: Fitch Rates $8.9 Million Series 2007D Bonds at B
SMART WORLD: Court Confirms Panel's Chapter 11 Plan of Liquidation

SOLUTIA INC: Seeks May 7 Deadline to File Notices of Removal
SOLUTIA INC: Balks at Panel's Intervention in Calpine Arbitration
TERRA CAPITAL: Fitch Rates Proposed Senior Unsecured Notes at B+
TERRA CAPITAL: S&P Rates Proposed $330 Million Senior Notes at BB-
TERRA INDUSTRIES: S&P Lifts Corp. Credit Rating to BB- from B+

TIMKEN CO: To Invest $60 Million on Steel Rolling Mill Operations
TOWER AUTOMOTIVE: Wants Stay Lifted in Delphi's Case to Start Suit
TOWER RECORDS: Committee Hires Keen Realty as Real Estate Advisor
TRAINER WORTHAM: Moody's Junks Rating on $10 Mil. Class A-3L Notes
U.S. DRY: Inks Merger Agreement with Cleaners Club

U.S. DRY: Sells 15.7 Units to 11 Accredited Investors
UGS CORP: Siemens Deal May Prompt Moody's Ratings Withdrawal
UGS CORP: Siemens Deal Cues S&P's Positive CreditWatch
UNIVERSITY HEIGHTS: Wants Plan-Filing Period Extended to July 11
USA COMMERCIAL: Court Confirms Amended Joint Chapter 11 Plan

VIA VENETO: Voluntary Chapter 11 Case Summary
VISKASE COS: S&P Holds CCC Credit Rating and Removes Neg. Watch
WILLIAM SIGMAN: Case Summary & 20 Largest Unsecured Creditors
WINTHROP HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors

* Cohen & Grigsby Hires Lisa Hofbauer as Estates Group Associate
* MorrisAnderson Promotes Larry Hennessy to Principal
* Litigation Solution Launches New Legal Notification Services

* BOND PRICING: For the week of January 22 - January 26, 2006

                             *********

99 CENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 99 Cent Stuff, Inc.
        1801 Clint Moore Road
        Suite 205
        Boca Raton, FL 33487

Bankruptcy Case No.: 07-10474

Type of Business: The Debtor is a single-priced value retailer of
                  primarily name-brand, consumable merchandise.

Chapter 11 Petition Date: January 24, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Robert C Furr, Esq.
                  Furr & Cohen
                  2255 Glades Road #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532


Total Assets: $5,701,735

Total Debts:  $29,064,838

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Bank of America NA                                 $4,900,000
   CCS Private Bank
   M01-800-08-11
   414 Union Street
   Nashville, TN 37219

   Blue Ribbon Commodity Traders Inc.                 $2,427,275
   1300 Virginia Drive #145
   Fort Washington, PA 19034

   Bunzl South Florida                                   $92,880
   P.Oo Box 402337
   Atlanta, GA 30384

   Regent Products                                       $80,040

   Digiview Productions/Idb Factors                      $66,354

   J M Dist.                                             $61,950

   Sey Culhan Refrigeration & A/C Serv                   $61,215

   Sun Hing Foods, Inc.                                  $60,854

   King Zak Industries, Inc.                             $58,413

   Hangzhou Sunrise Imp. & Exp. Co., Ltd                 $53,786

   Magic Creation                                        $53,527

   Flowers Baking Co. of Miami                           $53,118

   Jean Philippe Frag, H.C.                              $51,445

   La Fe Food                                            $48,301

   Purity Foods                                          $47,478

   Deals 4 Less                                          $43,641

   CH Robinson Worldwide, Inc.                           $42,739

   Genmert                                               $42,517

   Rokeach Foods                                         $41,608

   Allied International                                  $41,018


710 Romero: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 710 Romero LLC
        201 Mesa Lane
        Santa Barbara, CA 93109

Bankruptcy Case No.: 07-10093

Chapter 11 Petition Date: January 24, 2007

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Robert E Hurlbett, Esq.
                  Steven Pinsker, Esq.
                  Pinsker & Hurlbett
                  1316 Anacapa Street
                  Santa Barbara, CA 93101
                  Tel: (805) 963-9111

Total Assets: $4,000,000


Total Debts:  $3,996,000

The Debtor does not have any unsecured creditors who are not
insiders.


ACE SECURITIES: Fitch Holds Low-B Ratings on Four Class Certs.
--------------------------------------------------------------
Fitch has taken rating actions on these classes of Ace Securities
Corporation issues:

Series 2002-HE3:

   -- Class A affirmed at 'AAA';

   -- Class M-1 affirmed at 'AA+;

   -- Class M-2 downgraded to 'BBB' from 'A' and removed from
      Rating Watch Negative;

   -- Class M-3 downgraded to 'B' from 'BB'.

Series 2004-HE1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-4 affirmed at 'BBB';
   -- Class M-5 downgraded to 'B+' from 'BB';
   -- Class M-6 downgraded to 'B' from 'BB-'.
   
Series 2005-HE2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A+';
   -- Class M-6 affirmed at 'A';
   -- Class M-7 affirmed at 'A-';
   -- Class M-8 affirmed at 'BBB+;
   -- Class M-9 affirmed at 'BBB';
   -- Class M-10 affirmed at 'BBB-';
   -- Class B-1 affirmed at 'BB+';
   -- Class B-2 rated 'BB', placed on Rating Watch Negative.

Series 2005-HE3

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+;
   -- Class M-8 affirmed at 'BBB';
   -- Class M-9 affirmed at 'BBB-';
   -- Class B-1 affirmed at 'BB+';
   -- Class B-2 rated 'BB', placed on Rating Watch Negative.

Series 2005-HE6

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'AA-';
   -- Class M-5 affirmed at 'A+';
   -- Class M-6 affirmed at 'A';
   -- Class M-7 affirmed at 'A-';
   -- Class M-8 affirmed at 'BBB+';
   -- Class M-9 affirmed at 'BBB';
   -- Class M-10 affirmed at 'BBB-';
   -- Class M-11 affirmed at 'BB+';
   -- Class B-1 affirmed at 'BB'.

Series 2005-RM2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA+';
   -- Class M-3 affirmed at 'AA';
   -- Class M-4 affirmed at 'AA-';
   -- Class M-5 affirmed at 'A+';
   -- Class M-6 affirmed at 'A';
   -- Class M-7 affirmed at 'A-;
   -- Class M-8 affirmed at 'A-';
   -- Class M-9 affirmed at 'BBB+';
   -- Class M-10 affirmed at 'BBB';
   -- Class M-11 affirmed at 'BBB-';
   -- Class B-1, rated 'BB', placed on Rating Watch Negative.

The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were acquired by various originators, including Fremont
Investment & Loan and Ameriquest Mortgage Company.  A majority of
the loans are serviced by Ocwen Loan Servicing LLC, rated 'RPS2'
by Fitch.

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately
$2.57 billion in outstanding certificates.  The downgrades of
classes M-2 and M-3 of series 2002-HE3 and classes M-5 and M-6 of
series 2004-HE1 affect approximately $29.80 million of the
outstanding certificates.  Select classes from 2005 vintage
transactions, with the exception of series 2005-HE6, are placed on
Rating Watch Negative, affecting approximately $27 million of the
outstanding certificates.

The negative rating actions reflect continued deterioration in the
relationship between CE and future loss expectations.  The
transactions affected by the downgrades are generally experiencing
monthly losses that exceed the available excess spread, resulting
in substantial deterioration of overcollateralization and
preventing the OC from maintaining its target amount.  As of the
December 2006 distribution, the OC for series 2002-HE3 has
declined six months in a row and its OC amount of $1.95 million or
2.77% of the current collateral balance is below the target amount
of $3.49 million or 4.95% of the current collateral balance.  The
OC for series 2004-HE1 has been depleted but class B of amount
$6.98 million is currently providing CE for class M-6.

Three classes from the 2005 vintage transactions were placed on
Rating Watch Negative due to early trends in the relationship
between serious delinquency and CE.  These transactions have
delinquency figures above the industry average.  In addition, they
are generally experiencing monthly losses which have exceeded the
available XS and have prevented the OC from maintaining their
target amounts.

For 2005-HE2, the amount of loans in Foreclosure and REO at
21 months seasoning as a percentage of the current pool balance is
7.03%.  The subordination of the B-2 class is 1.01%.  The XS
available to cover losses as an annualized percentage of the
current pool balance is approximately 1.07%.  The OC has declined
four out of the last five months and its OC amount of
$5.88 million or 1.01% of the current collateral balance is below
the target amount of $7.32 million or 1.26% of the current
collateral balance.

For 2005-HE3, the amount of loans in Foreclosure and REO at 20
months seasoning as a percentage of the current pool balance is
7.32%.  The subordination of the B-2 class is 1.97%.  The XS
available to cover losses as an annualized percentage of the
current pool balance is approximately 0.96%.  The OC has declined
three out of the last five months and its OC amount of
$3.89 million or 0.63% of the current collateral balance is below
the target amount of $5.45 million or 0.89% of the current
collateral balance.


For 2005-RM2, the amount of loans in Foreclosure and REO at 19
months seasoning as a percentage of the current pool balance is
6.40%.  The subordination of the B-1 class is 4.15%.  The XS
available to cover losses as an annualized percentage of the
current pool balance is approximately 1.06%.  The OC has declined
five months in a row and its OC amount of $5.35 million or 1.92%
of the current collateral balance is below the target amount of
$6.51 million or 2.33% of the current collateral balance.

The pools are seasoned from a range of 48 to 15 months.  The
transactions have pool factors ranging from 10% to 69%.

Fitch will closely monitor the relationship between XS and monthly
losses for those transactions in the upcoming months.  If the
losses continue to exceed XS, the ratings will be reassessed.


ADELPHIA COMMS: Court Okays Stipulation Resolving FPL Note Claims
-----------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York approved a stipulation between
Adelphia Communications Corp. and its debtor-affiliates and the
noteholders of Fort Myers Acquisition L.P., concerning 10 proofs
of claim arising from a $108,000,000 term note issued on
Oct. 1, 1999 by Fort Myers.

In accordance with the Bar Date Order dated Oct. 24, 2003,
West Boca Security Inc. filed these 10 proofs of claim.  Ft. Myers
is an indirect, wholly owned subsidiary of Olympus Communications,
L.P.  Olympus pledged certain collateral to secure Ft. Myers'
obligations under the Note.

The ACOM Debtors' First Modified Fifth Amended Chapter 11 Plan
classifies the Note as Claim Class SD 7 -- FPL Note Claims.

The FPL Note was assigned to West Boca and subsequently
transferred to Lehman Commercial Paper, Inc.

On May 17, 2005, the ACOM Debtors sought to disallow nine of the
FPL Note Claims on the grounds that they were duplicative.

On June 21, 2005, the Court disallowed Claim Nos. 16069, 16072,
16077, 16076, and 16111.  The hearing to the ACOM Debtors'
objection to Claim Nos. 16078, 16070, 16071, and 16112 was
adjourned to a date to be determined.

Pursuant to the Plan, as confirmed, the FPL Note Claims will be
allowed for $127,435,663, in aggregate, comprising:

   (a) $108,000,000 initial principal; and
   (b) $19,435,663 represents additional amounts accrued through
       the Petition Date.

In the Court-approved Stipulation, the ACOM Debtors and the Ft.
Myers noteholders agree that:

   (1) Claim No. 16068 will:

         * be allowed for $127,435,663, in aggregate;

         * be deemed to have been filed against both Ft. Myers
           and Olympus; and

         * otherwise receive the treatment provided for the FPL
           Note Claim in the Plan.

   (2) upon the occurrence of the Effective Date of the Plan,
       Claim Nos. 16078, 16070, 16071, and 16112 will be
       disallowed and expunged; and

   (3) the Stipulation will have no force or effect if the
       Effective Date of the Plan does not occur.

                      About Adelphia Comms

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television
company.  Adelphia serves customers in 30 states and Puerto Rico,
and offers analog and digital video services, Internet access and
other advanced services over its broadband networks.  The Company
and its more than 200 affiliates filed for Chapter 11 protection
in the Southern District of New York on June 25, 2002.  Those
cases are jointly administered under case number 02-41729.
Willkie Farr & Gallagher represents the Debtors in their
restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 162; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on Jan. 9, 2007, the
Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has entered an order confirming the
first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.


ADELPHIA COMMS: Court OKs Stipulation Resolving U.S. Bank's Claims
------------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York approved a stipulation between
the U.S. Bank National Association, FrontierVision Holdings, L.P.
and its affiliates, Arahova Communications, Inc., and Adelphia
Communications Corp. and its debtor-affiliates relating to U.S.
Bank's alleged tort claims.

Under the Court-approved stipulation, U.S. Bank's claims will be
deemed allowed pursuant to the ACOM Debtors' First Modified Fifth
Amended Plan Chapter 11 Plan of Reorganization.

U.S. Bank National Association is the indenture trustee under:

   (i) seven different series of notes issued by Arahova
       Communications, Inc.,

  (ii) a series of notes issued by FrontierVision Holdings,
       L.P. and FrontierVision Holdings Capital Corporation,

(iii) a series of notes issued by FrontierVision Holdings,
       L.P. and FrontierVision Holdings Capital II Corporation;
       and

  (iv) a series of notes issued by FrontierVision Operating
       Partners, L.P. and FrontierVision Capital Corporation.

As the indenture trustee, U.S. Bank had filed proofs of claim,
some of which are duplicative, against:

   (a) Arahova Communications, Inc., FrontierVision Holdings,
       L.P., FrontierVision Holdings Capital Corporation,
       FrontierVision Holdings Capital II Corporation,
       FrontierVision Operating Partners, L.P. and FrontierVision
       Capital Corporation, as issuers, for principal and
       interest, indenture trustee fees and expenses and
       indemnification owed under the Arahova Notes, the
       FrontierVision Holdco Notes, and the FrontierVision Opco
       Notes; and

   (b) multiple Debtors for, among other things, alleged
       wrongdoing by the Debtors under theories of veil-piercing,
       agency, alter ego, and various torts or other claims.

Pursuant to the ACOM Debtors' Amended Plan, these claims will be
deemed allowed in these principal amounts, and interest accrued
through the Debtors' date of bankruptcy:

   Claims                Principal     Interest     Total Amount
   ------                ---------     --------     ------------
   Arahova Notes    $1,712,003,697  $31,513,889   $1,743,517,586

   FrontierVision      200,000,000    4,277,778      204,277,778
   Opco Notes

   FrontierVision      328,658,000   10,841,149      339,499,148
   Holdco Notes

The Plan also provides for the allowance of the Trustee Fee
Claims and indemnification rights of U.S. Bank.

The Plan provides that claims filed by an indenture trustee for
tort or claims other than for principal, interest, fees and
expenses against the issuers and guarantors of the respective
debt securities under the indentures will be deemed disallowed.

Pursuant to the Plan's provisions, the ACOM Debtors desire to
clean up the claims register maintained in their Chapter 11
cases.

In the Court-approved stipulation, the parties agree that:

   (a) these U.S. Bank Claims will be allowed pursuant to the
       Plan:

       A. Arahova Notes Claims Class (Class SD 6)

          Claim No.         Claim Amount
          ---------         ------------
           494900           $104,420,139
           495000            369,994,768
           495100            105,118,056
           495200            257,520,833
           495300            259,861,111
           495600            229,593,750
           495700            417,008,929
                          --------------
          Total           $1,743,517,586
                          ==============

       B. FrontierVision Holdco Notes Claims Class
          (Class SD 8)

          Claim No.         Claim Amount
          ---------         ------------
           494400            $94,216,596
           494700            245,282,552
                          --------------
          Total             $339,499,148
                          ==============

       C. FrontierVision Opco Notes Claims Class
          (Class SD 9)

          Claim No.         Claim Amount
          ---------         ------------
           495400           $204,277,778
                          --------------
          Total             $204,277,778
                          ==============

   (b) 18 Claims filed by U.S. Bank are disallowed for being
       duplicative with respect to the allowed U.S. Bank Note
       Claims, including:

          Claim No.         Claim Amount
          ---------         ------------
           494500         $1,373,531,620
           494600            207,978,431
           494800            245,410,758
           494300             94,279,450

   (c) disallow U.S. Bank's more than 3,100 claims for tort or
       claims other than for principal, interest, fees and
       expenses against the issuers and guarantors of the
       respective debt securities under the Indentures; and

   (d) the Stipulation will not be effective until the Effective
       Date of the Plan and will be deemed null and void if:

         * the Effective Date does not occur; or

         * the Plan or the order confirming it is reversed or
           vacated, or is modified in a manner adverse to the
           treatment of the U.S. Bank Note Claims.

                      About Adelphia Comms

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television
company.  Adelphia serves customers in 30 states and Puerto Rico,
and offers analog and digital video services, Internet access and
other advanced services over its broadband networks.  The Company
and its more than 200 affiliates filed for Chapter 11 protection
in the Southern District of New York on June 25, 2002.  Those
cases are jointly administered under case number 02-41729.
Willkie Farr & Gallagher represents the Debtors in their
restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 162; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on Jan. 9, 2007, the
Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has entered an order confirming the
first modified fifth amended joint Chapter 11 plan of
reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors.


AMERICAN CABINETRY: Case Summary & 26 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: American Cabinetry, Inc.
             26 Brickyard Road
             Cranbury, NJ 08512

Bankruptcy Case No.: 07-11019

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Cranbury Company, Inc.                     07-11016
      Cranbury Equipment Co, Inc.                07-11018

Type of Business: The Debtor manufactures wood nonrefrigerated
                  show & display cabinets.

                  The Debtors previously filed for chapter 11
                  protection on May 16, 2001 (Bankr. D. N.J.
                  Case Nos. 01-56027, 01-56030, and 01-56032).

Chapter 11 Petition Date: January 24, 2007

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtors' Counsel: Stephen E. Milazzo, Esq.
                  The Law Offices of Stephen E. Milazzo, Esq.
                  44 Old Clove Road
                  Sussex, NJ 07461
                  Tel: (201) 970-9607

                             Estimated Assets     Estimated Debts
                             ----------------     ---------------
American Cabinetry, Inc.     $1 Million to        $1 Million to
                             $100 Million         $100 Million

Cranbury Company, Inc.       $1 Million to        $1 Million to
                             $100 Million         $100 Million

Cranbury Equipment Co, Inc.  $1 Million to        $1 Million to
                             $100 Million         $100 Million

A. American Cabinetry, Inc.'s 26 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rex Lumber Company            Trade debt                $397,518
P.O. Box 1776
Englishtown, NJ 07726

PSE&G                         Trade debt                 $55,069
NEW 6253109550
P.O. Box 14106
New Brunswick, NJ 08906-4106

JCP&L                         Trade debt                 $19,810
P.O. Box 3687
Akron, OH 44309-3687

T.J. Wiggins                  Trade debt                 $10,669

Cifelli Disposal Inc.         Trade debt                 $10,653

Roberts Plywood Co.           Trade debt                 $10,200

American Door 7 Window, LLC   Trade debt                  $7,707

Millhurst Trading Co. Inc.    Trade debt                  $6,082

Joule                         Trade debt                  $5,870

Princeton-Somerset Group,     Trade debt                  $5,570
Inc.

Bay Ridge Lumber Laminators   Trade debt                  $5,405
Supply

Top Tech                      Trade debt                  $5,200

Precision Saw & Tool Corp.    Trade debt                  $4,730

Industrial Abrasives Co.      Trade debt                  $4,564

Bellstone                     Trade debt                  $4,243

Sand Stone                    Trade debt                  $3,942

Arizona Premium Finance       Trade debt                  $3,929

Eurovinyl Pluss US LLC        Trade debt                  $3,900

Wiener, Crowley & St. John    Trade debt                  $3,774
Inc.

Capitoline Products           Trade debt                  $3,708

Keyston Abrasives Co.         Trade debt                  $3,464

Atlantic Tool Systems, Inc.   Trade debt                  $3,414

NJ Dept. of Environmental     Statutory                   $2,000
Protection                    violation

Verizon                       Trade debt                  $1,273

Cooperative Communications    Trade debt                    $633
Inc.

Ford Motor Credit                                        Unknown


B. Cranbury Company, Inc., and Cranbury Equipment Co, Inc., does
not have any unsecured creditors who are not insiders.


ARK #1: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Ark #1, LLC
        5440 Morehouse Drive, #4000
        San Diego, CA 92121

Bankruptcy Case No.: 07-50058

Chapter 11 Petition Date: January 23, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: David B. Golubchik, Esq.
                  David L. Neale, Esq.
                  Ovsanna Takvoryan, Esq.
                  Levene, Neale, Bender, Rankin & Brill
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

                    --- and ---    

                  Edmond Buddy Miller, Esq.
                  6490 South McCarran Boulevard, Building C
                  Suite 26
                  Reno, NV 89509
                  Tel: (775) 828 9898

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Counsel of Co-owners          Co-owner dues           $2,201,472
Lakeshore Resort & Yacht Club
c/o Stephen B. Niswanger, Esq.
#5 Innwood Circle, Suite 110
Little Rock, AR 72211

Frederick L. Ludden &         Class action               $31,625
Patricia A. Ludden            plaintiff
c/o Jay Bequette, Esq.
Bequette & Billingsley, P.A.
425 West Capitol Ave., #3200
Little Rock, AR 72201-3556

Jacob J. Schreuder &          Class action               $30,895
Cornelia A. Schreuder         plaintiff
c/o Jay Bequette, Esq.
Bequette & Billingsley, P.A.
425 West Capitol Ave., #3200
Little Rock, AR 72201-3590

Stanley M. Compton &          Class action               $30,171
Carla G. Compton              plaintiff
c/o Jay Bequette, Esq.
Bequette & Billingsley, P.A.
425 West Capitol Ave., #3200
Little Rock, AR 72201-3493

Friedman, Gerald L. & A.C.    Class action               $28,859
                              plaintiff

Michael W. Barker &           Class action               $28,799
Sharon K. Barker              plaintiff

Kennith Buchanan &            Class action               $28,846
Mary Alice Buchanan           plaintiff

Larry Wallace &               Class action               $28,019
Maria Wallace                 plaintiff

Jon Tappan                    Class action               $27,968
                              plaintiff

Booby Joe Wade &              Class action               $27,931
Mary Jo Wade                  plaintiff

Daniel W. Hawkins, Jr. &      Class action               $27,874
Glenda W. Hawkins             plaintiff

Walter R. Oglesby, M.D. &     Class action               $27,544
Kelley Kyte Oglesby           plaintiff

Robert J. Pennington &        Class action               $26,405
Virginia M. Pennington        plaintiff

Robert A. Bahr &              Class action               $26,348
Deborah A. Bahr               plaintiff

W. John Gammage &             Class action               $26,345
Jan V. Gammage                plaintiff

B.R. (Pete) Kennemer &        Class action               $26,286
Mary E. Kennemer              plaintiff

Gary L. Howe &                Class action               $26,252
Sylvia B. Howe                plaintiff

John M. Gathings &            Class action               $25,825
Wanda G. Gathings             plaintiff

Eddie J. Nicholson Jr. &      Class action               $25,750
Sharon H. Nicholson           plaintiff

James C. Henry &              Class action               $25,486
Catherine W. Henry            plaintiff


ASSOCIATES GROUP: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Associates Group Pioneer Pines Park
        110 East Avenida Palizada, Suite 201A
        San Clemente, CA 92672

Bankruptcy Case No.: 07-10154

Type of Business: The Debtor is a public benefit non-profit
                  corporation.

Chapter 11 Petition Date: January 18, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  Richard A. Marshack, Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre Drive, #300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  Fax: (949) 340-3000

Total Assets: $8,831,842

Total Debts:  $8,879,256

Debtor's Four Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Elynor R. Falk Marital Trust  C Bond Holder           $1,517,667
David Falk Trustee            Accrued Interest
2150 Sunshine Circle North    (12/26/2002 at
Palm Springs, CA 92264        5.5%)

US Bank NA Corporate Trust    2005 Trustee Fees           $2,500
Services
Attn: President or CFO
633 West Fifth Street
24th Floor
Los Angeles, CA 90071

Dewey Pest Control            Trade Creditor                 $83
Attn: President or CFO        Account No. 763784
P.O. Box 7114                 and 759022
Pasadena, CA 91109-7214

First Advantage               Trade Creditor                 $37
Attn: President or CFO        Account No. 70305


BALDOR ELECTRIC: Moody's Holds B3 Rating on $550 Million Sr. Notes
------------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating of Baldor Electric Company along with the Ba3 ratings for
the proposed senior secured credit facilities and B3 ratings for
the proposed $550 million senior unsecured notes following the
company's disclosure that the company intends to eliminate a
preferred stock issuance from its previously reported financing
plans.

The rating outlook is stable.

These first-time ratings are subject to final documentation.

Proceeds from the proposed debt offerings, together with proceeds
from the issuances of common stock will be used to fund the
$1.8 billion acquisition of the Power System businesses of
Rockwell Automation, Inc., refinance existing debt and pay
transaction fees. Initial financing plans included the use of $150
million preferred stock, which the rating agency treated as 100%
equity.  

The revised plans eliminate the preferred stock offering and
increase the term loan to $1.050 billion from $1 billion, use
$25 million of borrowings under the revolving credit facility
instead of remaining undrawn at close and the use of an additional
$75 million of equity to fund the acquisition of the power system
businesses.  

Depending on market conditions, the equity offering could be
increased as much as $75 million.  Any additional net proceeds
would be first applied to borrowings under the revolver, then the
term loan.  The transaction is expected to be completed in the
first quarter of 2007.

Ratings affirmed with a stable outlook:

   -- B1 corporate family rating

   -- B1 probability of default rating, LGD4, 50% loss given
      default assessment

   -- Ba3, LGD3, 35% for the $1.05 billion senior secured term
      loan maturing in 2014

   -- Ba3, LGD3, 35% for the $200 million senior secured
      revolving credit facility maturing in 2012

   -- B3, LGD5, 87% for the $550 million senior unsecured notes

   -- SGL-1 speculative grade liquidity rating

Ratings withdrawn as a result of this action:

   -- B3, LGD6, 98% for the $150 million mandatorily convertible
      preferred stock

The initial B1 corporate family rating reflects the high levels of
debt required to consummate the acquisition of the Power Systems
businesses, modest free cash flow expected in 2007 and significant
reliance on and susceptibility to downturns in the North American
industrial sector.  The ratings acknowledge Baldor's enhanced
competitive position, particularly in the North American
industrial electric motors market, strong brand recognition,
reputation for quality products and strong operating margins.

Further, the rating agency believes the Power System businesses
fit nicely with the existing Baldor business resulting in a
company capable of providing end to end solutions through the
power conversion cycle.  Despite the relative size of the
transaction, Moody's believes integration risk will be low and
that cost synergies will be modest in the next two years.  Upward
rating momentum will be dependent on the company's ability to
generate strong cash flows and reduce the acquisition related
debt.

The stable outlook reflects Moody's view that the combined company
will grow organically throughout the assimilation process over the
12 to 18 month period following the acquisition and that modest
free cash flow generation will be used to de-leverage.  The
outlook incorporates an expectation that the global motor market
will continue to expand and that the company will expand
internationally as a result.

The previous rating action for Baldor was the Jan. 9, 2007
assignment of its B1 corporate family ratings, Ba3 senior secured
rating, B3 senior unsecured rating and the B3 preferred stock
rating.

Baldor Electric Company is a leading manufacturer of industrial
electric motors, drives and generators.  Baldor is headquartered
in Fort Smith, Arkansas.  Power Systems is a leading provider of
Dodge power transmission products, including mounted bearings and
enclosed gearing, and Reliance Electric industrial motors,
including large AC and custom, variable speed and specialty, and
small and medium AC motors.  After this transaction, the motor
business will represent 64% of sales, Dodge 28%, motion control
and drives 7% and generators 2%.  Pro forma revenue for 2006 will
likely exceed $1.8 billion.


BASIC ENERGY: Moody's Rates Amended & Upsized Facility at Ba1
-------------------------------------------------------------
Moody's assigned a Ba1 and LGD2, 19% rating to Basic Energy
Services, Inc.'s amended and upsized secured revolving credit
facility.

Moody's also affirmed Basic's Ba3 corporate family rating and the
Ba3 probability of default rating.

The outlook is stable.

Based on the LGD notching methodology and the increased size of
the senior secured revolver in the pro forma capital structure,
the senior note ratings remain B1 but the LGD assessment is
changing from LGD4, 67% to LGD5, 74%.

Moody's will withdraw the Baa3 rating rating on the existing
secured credit facility upon closing of the new facility.  The
upsized revolver is rated Ba1 under the LGD methodology given the
increased size and relative proportion of the capital structure
and the expectation that Basic will utilize a portion of the
facility.

The first lien revolving credit facility is being upsized from
$150 million to $225 million to help fund BAS' acquisition
strategy but also to provide continued financial flexibility as
the company pursues additional acquisition opportunities.  BAS
recently it has agreed to acquire JetStar for an estimated
$120 million which will add approximately 35,000 horsepower of
pressure pumping in Texas, Oklahoma, and Kansas, and follows BAS'
strategy of gaining scale and diversification through
acquisitions.

It will be financed through a $43.5 million common stock issuance
with the remaining proceeds coming from borrowings under the
expanded revolver which is more of a debt mix than Moody's had
anticipated.  

However, Moody's notes that the JetStar acquisition will be BAS's
largest acquisition to date and Moody's will be closely monitoring
how BAS will fund future acquisitions and whether it maintains its
overall moderate credit profile, especially as there are signs
that the oilfield services could see some softer market conditions
ahead.

Pro-forma for JetStar, BAS is expected to have approximately
$77 million outstanding under its revolving credit facility.
It does not appear that the company has any near-term debt
reduction plans, and it seems that BAS intends to maintain a
larger debt balance in the future.  Nevertheless, debt to EBITDA,
at 1.5x, is well within acceptable ranges for the current ratings.

The Ba3 corporate family rating reflects Basic's improved scale
and diversification of both its products and services as well as
improved regional diversification through several acquisitions
over the past three years, which combined with the strong market
conditions has resulted in EBITDA tripling during that time.  The
ratings are also supported by more than 50% of the company's
operating earnings coming from more durable and less price
sensitive well-services segment which focuses on existing oil and
gas production.  Moreover, financial metrics including debt/EBITDA
and EBIT/Interest are extremely robust as a result of the cyclical
peak and currently compare favorably to its Ba3 rated oilfield
services peer group.

The Ba3 ratings also reflect the inherent volatility and
cyclicality of the oilfield services business.  Moody's expects
that cash flows from BAS' drilling related business would be
pressured if drilling activity declines due to lower price
environment and result in significantly lower earnings and
cashflows.

In addition, the Ba3 reflects the company's still relatively small
scale compared to the largest competitors, the company's
concentration on the mature US market, and the integration and
event risk given the company's still active roll-up strategy.

The stable outlook reflects Moody's expectation for the company's
financial metrics to remain in line with parameters for the Ba3
rating.  More specifically, the outlook assumes that management
will keep upcycle leverage from trending towards the 2.5x range
considering the company's still comparatively smaller scale,
Moody's current outlook for the sector, and the continued
aggressive growth strategy.  The outlook also assumes that
management has not altered its acquisition funding strategy and
that any additional large acquisitions will be financed with a
more balanced mix of debt and equity than the JetStar acquisition.

Positive ratings momentum would depend on the company increasing
its size and diversification through a significant large
acquisition that is largely equity funded and is viewed to enhance
the company's scale and geographic diversification, especially if
it tied more to the production side of services versus drilling.  
The outlook or ratings could be pressured if management alters its
conservative financial policies and financial metrics
significantly deteriorate including debt/EBITDA trending close to
2.5x in the upcycle or if the company executes large debt financed
acquisitions or a debt financed dividend or stock buyback program.

Basic Energy Services is headquartered in Midland, Texas.


BDO SEIDMAN: Gets Sued by Banco Espirito for $170 Million
---------------------------------------------------------
Banco Espirito Santo International has filed a $170 million civil
lawsuit against BDO Seidman LLP in Miami-Dade Circuit Court for
negligence and dishonesty, reports said.   Banco Espirito alleges
that BDO Seidman failed to detect fraud in the defunct E.S.
Bankest LLC that ultimately led to Bankest's collapse.

BDO Seidman has maintained that it was not negligent in its audits
of E.S. Bankest and has counter sued Banco Espirito.  

Bankest was created in 1998 by the partnership of Banco Espirito
and Bankest Capital Corp. as a factoring firm that buys at a
discount accounts receivable of other companies.

Banco Espirito said that it entered into partnership with Bankest
Capital because BDO Seidman's audits from 1995 to 1996 showed high
income, Steven Thomas, Esq., representing Banco Espirito told
jurors this month in an opening statement, Curt Anderson of the
Associated Press reported.

Mr. Thomas added that BDO Seidman missed a red flag when it mailed
145 letters in one year to companies listed as owners of Bankest
money, and it received no replies, Mr. Anderson further said.

According to reports, Bankest management and Banco Espirito
executives were the ones who provided false financial documents
and fictitious invoices to accountants of BDO Seidman, Adam Cole,
Esq., representing BDO Seidman countered.

Mr. Cole told jurors that Banco Espirito was having financial
problems in the 90s that led them to the Bankest partnership
expecting an increase in income, Mr. Anderson added.

Banco Espirito's lawsuit compared BDO Seidman's role in Bankest as
that of defunct accounting firm Arthur Anderson's role in Enron's
case.  The Honorable Jose Rodriguez, however, prohibited any
mention of Enron in the trial proper calling it prejudicial,
Patrick Danner of Miami Herald reported.

BDO Seidman said that a verdict against it could threaten its
standing as the world's fifth-largest accounting firm and could
mean loss of jobs to thousands of its accountants, auditors, and
staff, Mr. Danner added.

                    About Banco Espirito Santo

Banco Espirito Santo was founded in Portugal in 1920.  It expanded
its operations to Brazil.

                       About BDO Seidman LLP

BDO Seidman LLP is a national professional services firm providing
assurance, tax, financial advisory and consulting services to a
wide range of publicly traded and privately held companies. Guided
by core values of integrity, trust, professionalism, independence
and service for almost 100 years, the firm has provided quality
service and leadership through the active involvement of our most
experienced and committed professionals.

BDO Seidman serves clients through 34 offices and more than 300
independent alliance firm locations nationwide.  As a Member Firm
of BDO International, BDO Seidman LLP serves multi-national
clients by leveraging a global network of resources comprised of
601 Member Firm offices in 105 countries.  BDO International is a
worldwide network of public accounting firms, called BDO Member
Firms, serving international clients.  Each BDO Member Firm is an
independent legal entity in its own country.


BOCA CIEGA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Boca Ciega Corporation
        P.O. Box 86128
        Madeira Beach, FL 33738

Bankruptcy Case No.: 07-00524

Type of Business:

Chapter 11 Petition Date: January 23, 2007

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Michael C Markham, Esq.
                  Johnson Pope Bokor Ruppel & Burns LLP
                  P.O. Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


BURLINGTON COAT: Poor Performance Prompts S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services changed the ratings outlook on
Burlington Coat Factory to negative from stable.  

At the same time, Standard & Poor's affirmed the company's
ratings, including the 'B' corporate credit rating and the bank
loan ratings.

"We believe Burlington Coat Factory's recent poor same-store sales
performance will result in lower-than-expected margins, and credit
measures that will not meet expectations," said
Standard & Poor's credit analyst David Kuntz.

Ratings for the Burlington, NJ-based Burlington Coat Factory
reflect the company's participation in the highly competitive and
economically vulnerable off-price apparel and home goods industry,
substantial seasonality and exposure to macroeconomic trends, high
leverage, and thin cash flow protection measures.

Although BCF has a good history of operating results, sales have
recently weakened due to warm weather.  The late arrival of cold
weather may continue to be a negative factor in the company's
third quarter 2007.

"With little time available before spring merchandise arrives, it
will be difficult for BCF to make up the ground it lost over the
past few months," added Mr. Kuntz.


CALPINE CORP: Harbinger Submits $100 Million Alternative Offer
--------------------------------------------------------------
Harbinger Capital Partners has submitted an offer to Ernst & Young
Inc., in its capacity as the court-appointed monitor in the
Canadian insolvency proceedings, for all of the Class B
subordinated units of Calpine Power, L.P. and various management
agreements among affiliates of each of Calpine Corporation and
Calpine Power Income Fund.

The offer, which is subject only to the receipt of all regulatory
approvals and an order of the Court in acceptable form and
definitive documentation, provides for HCP Acquisition Inc. to
acquire all of the Class B Units (including all rights and
entitlements accruing to the Class B Units in relation to claims
by CLP) and the Management Agreements for an aggregate purchase
price equal to the greater of: (a) $100 million; and (b) the
Fund's proposed price plus $2 million.

The offer is not conditional on HCP Acquisition's take-over bid
for all the outstanding units of the Fund being successful.  
However, if the bid is successful and HCP acquires all of the
units of the Fund, it will pay CCPL an additional $20 million and
will enter into or otherwise affirm the Settlement Agreement
proposed by the Fund, provided that HCP Acquisition is satisfied
with its terms, acting reasonably.  In this manner, to the extent
the bid is successful, the Monitor will have materially increased
the consideration received for these assets. Unlike the Fund's
settlement agreement, Harbinger's offer in no way precludes the
Monitor from soliciting or otherwise initiating or encouraging
alternative offers or proposals that might bring greater value to
CCPL in the insolvency proceedings.

"We and various other creditors involved in the Calpine CCAA
proceedings were discouraged that the Monitor would have entered
into the settlement agreement without tendering these assets for
auction," stated Howard Kagan, a managing director of Harbinger
Capital Partners.  "The Monitor knew or ought to have reasonably
known that these assets were of interest to Harbinger and other
parties."

"The Fund's very recent and expedited efforts to acquire the Class
B Units and settle matters with its manager appear to have been
taken in response to our take-over bid," continued Mr. Kagan.  
"However, the Trustees' efforts to keep all details of their
proposed deal confidential until after approved by the Court makes
one question the motives of the Trustees.  It is difficult to know
whether this deal, once the details are made public to
unitholders, would be such as to cause Harbinger to amend or
withdraw its offer for the Trust."

Harbinger's offer in relation to the Class B Units and Management
Agreements is open for acceptance until 4:00 p.m. (Calgary time)
on Feb. 16, 2007, unless accepted by the Monitor or extended or
terminated in writing by Harbinger.

                About Calpine Power Income Fund

Calpine Power Income Fund (Toronto Stock Exchange: CF.UN) --
http://www.calpinepif.com/-- is an unincorporated open-ended    
trust that invests in electrical power assets.  The Fund
indirectly owns interests in power generating facilities in
British Columbia, Alberta and California.  In addition, the Fund
owns a participating loan interest in a power plant in Ontario and
has made a loan to Calpine Canada Power Ltd.  The Fund is managed
by Calpine Canada Power Ltd., which is headquartered in Calgary,
Alberta.  The Fund has 61,742,288 Trust Units outstanding.

                      About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.


CANAL CAPITAL: Todman & Company Raises Going Concern Doubt
----------------------------------------------------------
Todman & Co., in New York, expressed substantial doubt about Canal
Capital Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Oct. 31, 2006, and 2005.  The auditing firm cited that
the company has suffered recurring losses from operations and is
obligated to continue making substantial annual contributions to
its defined benefit pension plan.

Canal Capital reported a $322,424 net loss on $4.4 million of real
estate revenues for the year ended Oct. 31, 2006, compared with
$716,166 of net income on $6.5 million of real estate revenues for
the year ended Oct. 31, 2005.  

The company's net loss of $322,424 is due primarily to the
$1.1 million decrease in the gain on sale of real estate, while
the company's fiscal 2005 net income was due primarily to a
$2.5 million increase in sales of real estate which generated  
operating income of $1.3 million.

Revenues in 2006 decreased by $2.1 million to $4.4 million as
compared with 2005 revenues.  The fiscal 2006 decrease in revenues
is due primarily to the $2.2 million decrease in sales of real
estate offset to a certain extent by the $200,000 increase in
revenues from stockyard operations.    

At Oct. 31, 2006, the company's balance sheet showed $5.4 million
in total assets, $3.7 million in total liabilities, and
$1.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at  http://researcharchives.com/t/s?190c

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses --
stockyard and real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.  

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CAPITAL AUTO: Fitch Upgrades Rating on Series 2006-1 Class D Notes
------------------------------------------------------------------
Fitch Ratings upgrades the outstanding classes B, C and D notes
and affirms the class A notes of the Capital Auto Receivables
Asset Trust 2006-1 asset-backed notes transaction:

   -- 2006-1 class A affirmed at 'AAA';
   -- 2006-1 class B upgraded to 'AA' from 'A';
   -- 2006-1 class C upgraded to 'A' from 'BBB'; and,
   -- 2006-1 class D upgraded to 'BBB' from 'BB'.

The rating upgrade is a result of increased available credit
enhancement.  The collateral continues to perform within Fitch's
expectations and, under the credit enhancement structure, the
securities can now withstand stress scenarios consistent with the
upgraded ratings and still make full payments to investors in
accordance with the terms of the documents.

As before, the ratings reflect the quality of General Motors
Acceptance Corporation's retail auto loan originations, the
strength of its servicing capabilities, and the sound financial
and legal structure of the transaction, and the strength of the
servicing provided by General Motors Acceptance Corporation.


CEP HOLDING: Has Until April 18 to Make Lease Related Decisions
---------------------------------------------------------------
The Hon. Marilyn Shea-Stonun of the U.S. Bankruptcy Court for
the Northern District of Ohio extended, until April 18, 2007, the
period within which CEP Holdings LLC and its debtor-affiliates
can elect to assume or reject unexpired non-residential real
property leases.

The Debtor's explain to the Court that the unexpired leases remain
in effect and have not expired according their respective terms.  
The Debtors point out that these unexpired leases are subject to
assumption or rejection under Section 365 of the Bankruptcy Code.

                       About CEP Holdings

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).  
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and  
$50 million.


CHARTWELL SENIORS: Board Restructures Senior Management Team
------------------------------------------------------------
The Board of Trustees of Chartwell Seniors Housing Real Estate
Investment Trust has re-defined specific roles for its senior
management team to reflect the evolution of Chartwell's business,
its significant growth, and the considerable opportunities being
evaluated for future expansion.

Effective immediately, Mr. Stephen Suske has been appointed Vice
Chair and Co-Chief Executive Officer, and Mr. Robert Ezer has been
appointed President and Co-Chief Executive Officer.  Both
executives will be responsible for the strategic direction of the
REIT reporting directly to the Board of Trustees.  In addition,
Mr. Suske will be responsible for all on-going operations of the
REIT, while Mr. Ezer will oversee all investment activities and
the continued growth of the REIT.

In addition, Mr. Cam Crawford has been appointed Chief Operating
Officer responsible for the management of EBITDA and general and
administrative expenses and will oversee all North American
retirement communities, including operations, acquisitions,
internal growth and mezzanine loan activities for the company and
Mr. Richard Noonan has been appointed Chief Operating Officer,
Canadian Retirement Communities.

"The restructuring of our senior management team more clearly
defines specific responsibilities to ensure that our growth is
reflected in enhanced value for our Unitholders," Mr. Suske
stated.

"The North American seniors housing business remains highly
fragmented, and with these changes we are confident our track
record of accretive growth will continue," Mr. Ezer added.

                    About Chartwell Seniors

Chartwell Seniors Housing Real Estate Investment Trust
(TSX:CSH.UN) -- http://www.chartwellreit.ca/-- is a growth-
oriented investment trust owning and managing a complete spectrum
of seniors communities.  It is currently the largest participant
in the Canadian seniors housing business with a growing presence
in the United States.  The company capitalizes on the strong
demographic trends present in its markets to grow internally and
through accretive acquisitions.  The company also has an exclusive
option to purchase stabilized communities from Spectrum Seniors
Housing Development L.P., a growing seniors housing development
company.

Chartwell's Distribution Reinvestment Plan (DRIP) allows
Unitholders to have their monthly cash distributions used to
purchase Trust Units without incurring commission or brokerage
fees, and receive bonus Units equal to 3% of their monthly cash
distributions.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2006,
Dominion Bond Rating Service confirmed the ratings of Chartwell
Seniors Housing REIT at BB and STA-4 (high), following Chartwell's
announcements of acquisition and investment activity totaling $850
million, or approximately $715 million reflecting Chartwell's
share.


CHASEFLEX TRUST: Fitch Puts Low-B Ratings on $4.27 Million Certs.
-----------------------------------------------------------------
ChaseFlex Trust, series 2007-1, is rated by Fitch:

   -- $424,138,296 classes 1-A1 through 1-A3, 2-A1 through 2-A13,
      A-X, A-P, and A-R 'AAA';

   -- $11,700,300 class M 'AA';

   -- $4,725,200 class B-1 'A';

   -- $3,600,100 class B-2 'BBB';

   -- $2,250,000 privately offered B-3 'BB'; and,

   -- $2,025,100 privately offered B-4 'B'.

The 'AAA' rating on the senior classes reflects the 5.75%
subordination provided by the 2.60% class M, 1.05% class B-1,
0.80% class B-2, 0.50% privately offered class B-3, 0.45%
privately offered class B-4 and 0.35% privately offered and not
rated class B-5 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the primary servicing capabilities of
JPMorgan Chase Bank, N.A.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Class 2-A13 is an exchangeable certificate.  Classes 1-A1 through
1-A3, 2-A1 through 2-A12, A-X, A-P, A-R, M and B-1 through B-5 are
regular certificates.

The holder of the Exchangeable Initial Certificates in any
Exchangeable Combination may exchange all or part of each class of
such Exchangeable Initial Certificates for a proportionate
interest in the related Exchangeable Certificates.  The holder of
any class of Exchangeable Certificates may exchange all or part of
such class for a proportionate interest in each such class of
Exchangeable Initial Certificates or for other Exchangeable
Certificates in the related Exchangeable Combination.

The classes of Exchangeable Initial Certificates and Exchangeable
Certificates that are outstanding on any date and the outstanding
principal balances of any such classes will depend upon the
aggregate distributions of principal made to such classes, as well
as any exchanges that may have occurred on or prior to such date.  
For the purposes of the exchanges and the calculation of the
principal balance of any class of Exchangeable Initial
Certificates, to the extent that exchanges of Exchangeable Initial
Certificates for Exchangeable Certificates occur, the aggregate
principal balance of the Exchangeable Initial Certificates will be
deemed to include the principal balance of such Exchangeable
Certificates issued in the exchange, and the principal balance of
such Exchangeable Certificates will be deemed to be zero.  
Exchangeable Initial Certificates in any Exchangeable Combination
and the related Exchangeable Certificates may be exchanged only in
the specified proportion that the original principal balances of
such certificates bear to one another.

Any holders of Exchangeable Certificates will be the beneficial
owners of an interest in the Exchangeable Initial Certificates in
the related Exchangeable Combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.  

With respect to any Distribution Date, the aggregate amount of
principal and interest distributable to any classes of
Exchangeable Certificates and the Exchangeable Initial
Certificates in the related Exchangeable Combination then
outstanding on such Distribution Date will be equal to the
aggregate amount of principal and interest otherwise distributable
to all of the Exchangeable Initial Certificates in the related
Exchangeable Combination on such Distribution Date as if no
Exchangeable Certificates were then outstanding.

The trust consists of 1,159 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $450,014,110 as of the cut-off date,
Jan. 1, 2007.  The mortgage pool has a weighted average original
loan-to-value ratio of 70.10% with a weighted average mortgage
rate of 7.078%.  The weighted-average FICO score of the loans is
710.  The average loan balance is $388,278 and the loans are
primarily concentrated in California, Florida, and New York.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The Bank of New York Trust Company, N.A will serve as trustee.
Chase Mortgage Finance Corporation, a special purpose corporation,
deposited the loans in the trust which issued the certificates.  
For federal income tax purposes, an election will be made to treat
the trust fund as one or more real estate mortgage investment
conduits.


COOPER COS: Discloses Proposed $1 Billion Refinancing
-----------------------------------------------------
The Cooper Companies Inc. disclosed a proposed refinancing which
includes a $650 million revolving credit facility and a private
offering of $350 million aggregate principal amount of senior
notes due 2015.

The company intends to use borrowings under the new revolving
credit facility and the net proceeds of the notes offering to
repay in full its $250 million term loan and all outstanding
borrowings under its existing $750 million syndicated bank credit
facility, which will be terminated.  The new revolving credit
facility will be unsecured and will include customary guarantees
from domestic subsidiaries and negative pledges on assets.

The exact terms and timing of the new financing will depend on
market conditions and other factors.

The company's proposed new financing is designed to lock in long-
term capital with attractive pricing; provide enhanced strategic
and operational flexibility with fewer and less restrictive
covenants; generate greater borrowing capacity with lower pricing
and lower fees and eliminate existing debt amortization.

"This new financing is intended to serve our financing needs for
the foreseeable future" Commenting on the proposed transactions,
Steven M. Neil, Cooper's Chief Financial Officer said.  "We are
pleased to be working with a bank syndicate that recognizes our
improving financial position, our favorable operational outlook
and the significant progress we have made integrating Ocular
Sciences into CooperVision."

                     About Cooper Companies

The Cooper Companies, Inc. (NYSE:COO)
-- http://www.coopercos.com/-- manufactures and markets specialty  
healthcare products through  its CooperVision and CooperSurgical
units. Corporate offices are in Lake Forest and Pleasanton, Calif.

CooperVision -- http://www.coopervision.com/-- manufactures and   
markets contact lenses and ophthalmic surgery products.
Headquartered in Lake Forest, Calif., it manufactures in
Albuquerque, N.M., Juana Diaz, Puerto Rico, Norfolk, Va.,
Rochester, N.Y., Adelaide, Australia, Hamble and Hampshire
England, Ligny-en-Barrios, France, Madrid, Spain and Toronto.

CooperSurgical -- http://www.coopersurgical.com/-- manufactures   
and markets diagnostic products, surgical instruments and
accessories to the women's healthcare market. With headquarters
and manufacturing facilities in Trumbull, Conn., it also
manufactures in Pasadena, Calif., North Normandy, Ill., Fort
Atkinson, Wis., Montreal and Berlin.

Proclear(R) and Biomedics(R) are registered trademarks and
Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper
Companies, Inc., and its subsidiaries or affiliates.

                        *     *     *

As reported in Troubled Company Reporter on Jan. 24, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lake Forest, California-based Cooper Companies Inc.
to 'BB-' from 'BB'.


COPELANDS' ENTERPRISES: Selects Glenn Burdette as Accountants
-------------------------------------------------------------
Copelands' Enterprises Inc. seeks authority from the Hon. Mary F.
Walrath of the U.S. Bankruptcy Court for the District of Delaware
to employ Glenn, Burdette, Phillips and Bryson as tax and audit
accountants, nunc pro tunc to Aug. 14, 2006.

The Debtor expects Glenn Burdette to:

   a) prepare tax returns for the fiscal year ended Jan. 31, 2007;
   b) assist in the Internal Revenue Service audit; and
   c) assist in the 401(k) and health plan auditing.

The Debtor has agreed to compensate the firm's professionals at
these hourly rates:

   Professional             Position                  Hourly Rate
   ------------             --------                  -----------
   R. Lance Cowart, CPA     Director                      $230
   Janet C. Jensen, CPA     Manager - Taxation            $180
   Mical W. Bovee           Staff Accountant              $110
   Kathy Burkhart           Admin Asst II                  $55
   Heather R. Pope          Admin. Asst                    $70
   Celeste A. Gray          Supervising Sr. Accountant    $150
   Jennie L. Hackett        Admin. Asst                    $70
   Suzanne Atkinson         Manager - Client
                               Accounting Services        $125

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor and is a "disintersted person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

The Court will convene a hearing at 2:00 p.m. on Feb. 5, 2007, to
consider the Debtor's request.  Objections to the motion are due
on Jan. 29, 2007.

Based in San Luis Obispo, California, Copelands' Enterprises Inc.
dba Copelands' Sports -- http://www.copelandsports.com/--    
operates specialty sporting goods stores.  The company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP, in Los
Angeles, California, represent the Debtor.  Adam G. Landis, Esq.,
at Landis Rath & Cobb LLP represents the Official Committee of
Unsecured Creditors.  Clear Thinking Group serves as the Debtor's
financial advisor.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $50 million and
$100 million.


CORPORATE CONNECTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Corporate Connection Lines, Inc.
        aka Sovereign Coach & Tours
        4160 Ravenswood Road
        Dania, FL 33312

Bankruptcy Case No.: 07-10344

Type of Business: The Debtor provides luxury transportation for
                  individuals and businesses locally in South
                  Florida and nationwide in the U.S.A. and Canada.
                  See http://corporateconnectionlines.com/


Chapter 11 Petition Date: January 19, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Brian S Behar, Esq.
                  Behar, Gutt & Glazer, P.A.
                  2999 Northeast 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771

Estimated Assets: Not Stated

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Bosque Leasing LP                                    $304,680
   P.O. Box 8216
   Waco, TX 76714

   Bosque Leasing LP                                    $228,082
   P.O. Box 8216
   Waco, TX 76714

   American Express                                     $190,000
   P.O. Box 5207
   Fort Lauderdale, FL 33310

   BMW financial Services                               $160,000

   Internal Revenue Service                             $160,000

   Bosque Leasing LP                                    $131,323

   Bosque Leasing LP                                    $123,349

   Ravenswood Enterprise, Inc.                           $91,325

   USA Financial Services, LLC                           $75,870

   ABC Financial Services                                $70,550

   Crossroads General Agency                             $56,157

   GE Capital                                            $48,483

   Scott C. Long Professional Association                $42,000

   Port of Miami                                         $37,112

   Aequicap                                              $37,112

   Coach Financial Services                              $35,000

   New World Lease Funding                               $30,000

   Nesenoff & Millenberg, LLP                            $22,000

   Platinum Plus for Business                            $21,000

   Highway Charter Bus Service                           $16,000


DELPHI CORP: Court Lifts Stay Letting Cadence Pursue Patent Suit
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York modifies the automatic stay to allow
Cadence Innovation LLC to proceed with the Patent Litigation for
the sole purpose of liquidating the Cadence Claims.

Judge Drain directs Delphi Corp. and its debtor-affiliates and
Cadence to select a mediator and complete a mediation of the
Patent Litigation no later than March 24, 2007.

For reasons stated in open Court, Judge Drain denies Cadence'
request for allowance and payment of the Cadence Postpetition
Claim, without prejudice.

                         Debtors Objection

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, argued that the Court should deny
Cadence Innovation LLC's Lift Stay Motion for these reasons:

   -- It would be a waste of the Court's resources to adjudicate
      the Motion as Cadence's Claim is still disputed and
      unliquidated and is likely to remain so for at least a
      year;

   -- To properly defend their estates against Cadence's Claim at
      trial, the Debtors would need to allocate resources that
      are otherwise being used in their restructuring efforts and
      claims resolution process;

   -- The Lift Stay Motion reveals no change in circumstances
      other than Cadence's desire to have its Claim determined
      ahead of other creditors, at a time and in a forum of its
      choosing;

   -- If Cadence' request is granted, other parties with general
      unsecured litigation claims may seek similar relief,
      forcing the Debtors to defend against numerous motions to
      modify the automatic stay; and

   -- Even if Cadence prevails in the Patent Litigation, there
      would be no insurance proceeds available with which to pay
      it.

                        Cadence's Response

Cadence sought relief from the automatic stay so that it may
obtain a judgment and a determination as to whether the Debtors
are actively infringing on its Patents, and not to "jump in
front" of other creditors or to enforce its judgment, Dennis J.
Connolly, Esq., at Alston & Bird LLP, in Atlanta, Georgia,
explained.

Contrary to the Debtors' present position, the automatic stay is
not intended to provide a permanent shield against all
litigation, Mr. Connolly pointed out.  Furthermore, the Debtors
have not offered any proof to support their position that
granting relief to Cadence will negatively impact their efforts
to reorganize or negatively impact creditors, Mr. Connolly
averred.

Mr. Connolly argued Cadence' request is warranted on these
grounds:

   -- The automatic stay cannot be used to facilitate the
      Debtors' continuing violation of Cadence's federally
      protected rights in the Patents;

   -- The Debtors' creditors are being harmed by allowing the
      Debtors to continue manufacturing infringing airbag covers
      since for each of those airbags, Cadence is entitled to a
      postpetition administrative priority claim that must be
      paid in full and in cash prior to the Debtors' exit from
      bankruptcy;

   -- The Debtors have argued that determining the cost
      associated with their bankruptcy estates is crucial to the
      formulation and confirmation of a plan of reorganization;
      thus, liquidating the Action is crucial to the Debtors'
      estates;

   -- As federal patent laws grant Cadence the exclusive right to
      manufacture products based on the Patents for an exclusive
      period of time, Cadence will be substantially prejudiced if
      the Debtors are allowed to continue manufacturing
      infringing airbag covers;

   -- To the extent Cadence obtains a favorable determination in
      the Patent Litigation, Cadence will return to the
      Bankruptcy Court so that its judgment may be properly
      administered in the context of the Debtors' cases; and

   -- To the extent the Cadence Claims remain unliquidated, the
      Debtors will continue their efforts to impermissibly limit
      Cadence's ability to obtain full relief.

Mr. Connolly noted that the Patents will expire in 2010, 2012, and
2012.

"Without this Court's recognition that Cadence is entitled to an
allowed, albeit unliquidated, claim against the Debtors'
bankruptcy estates, Cadence will be unable to preserve the rights
conferred by Section 1129 of the Bankruptcy Code," Mr. Connolly
contended.  "In addition, because Cadence's administrative
priority claim arises out of the Debtors' intentional violation
of Cadence's federally protected patent rights, the Debtors
should be required to pay Cadence immediately upon liquidation of
the Cadence Claims."

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Two Panels Want to File Discovery Motion Under Seal
----------------------------------------------------------------
The Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to file
under seal a joint expedited motion to compel documents and
testimony improperly withheld as privileged, pursuant to Section
107(b) of the Bankruptcy Code and Rule 9018 of the Federal Rules
of Bankruptcy Procedure.

The Committees' motion and the accompanying documents contain
copies, excerpts of, or references to confidential deposition
transcripts and production documents, Robert J. Rosenberg, Esq.,
at Latham & Watkins LLP, in New York, informs the Court.

The Ad Hoc Trade Committee of Delphi Corporation previously
joined in the Creditors Committee's and Equity Committee's
request but withdrew its support after reaching agreements with
the Debtors, and Appaloosa Management L.P., Harbinger Capital
Partners Master Fund I, Ltd., Cerberus Capital Management, L.P.,
and the other plan investors of the Court-approved Equity
Purchase and Commitment Agreement and Plan Framework Support
Agreement.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Tower Automotive Wants Stay Lifted to Commence Suit
----------------------------------------------------------------
Tower Automotive Inc. and its debtor affiliates ask the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to permit them to
commence an adversary proceeding against Delphi Corp. and its
debtor affiliates in order to recover the Transfers.

In the alternative, the Tower Debtors ask Judge Drain to find
that the filing of the Tower Claim satisfies and tolls the
statute of limitations under Section 546(a) of the Bankruptcy
Code.

Tower Automotive Inc. filed Claim No. 15221 as an unliquidated
claim against Delphi Automotive Systems LLC on July 31, 2006.
The Tower Claim seeks to retrieve transfers made by Tower to DAS
that are, or may be, avoidable as preferential transfers under
Sections 547 and 550 of the Bankruptcy Code, Michael S. McElwee,
Esq., at Varnum, Riddering, Schmidt & Howlett LLP, in Grand
Rapids, Mich., informs the Court.

Tower Automotive and its debtor affiliates filed for Chapter 11
protection in the United States Bankruptcy Court for the Southern
District of New York on Feb. 2, 2005.

The Delphi Debtors objected to the Tower Claim and asserted that
based upon their books and records, no amounts are due and owing
to the Tower Debtors.

Mr. McElwee notes that the statute of limitations applicable to
Tower's preferential transfer claims against the Delphi Debtors
will expire on Feb. 2, 2007, absent the filing of an adversary
proceeding to toll the statute.

The Tower Debtors relate that they have sought the approval of
streamlined procedures governing avoidance actions in their
bankruptcy cases.  Tower's Avoidance Action Procedures will
provide the Tower Debtors with an additional 60 days to serve a
summons and complaint and will provide both the Tower Debtors and
the defendants to the avoidance actions with additional time to
attempt to resolve the avoidance action without incurring further
litigation costs, Mr. McElwee expounds.

An avoidance action against the Delphi Debtors in the Tower
Debtors' Chapter 11 cases can proceed, and be resolved, quickly
and efficiently, Mr. McElwee asserts.  Moreover, adjudication of
the Tower Claim and the fixing of its claim against the Delphi
Debtors in the Tower Chapter 11 cases will not interfere with the
Delphi Debtors' Chapter 11 cases.  An adversary proceeding will
result in a liquidation of the Tower Claim in accordance with the
Bankruptcy Code and the Bankruptcy Rules, Mr. McElwee avers.

                      About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and       
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.

                         About Delphi Corp.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Corporation Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DIANE OZAROWSKI: Case Summary and Four Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Diane Ozarowski
        2 Vista Drive
        Princeton, NJ 08540

Bankruptcy Case No.: 07-10922

Type of Business: The Debtor previously filed for chapter 11
                  protection on Mar. 8, 2005 (Bankr. D. N.J.
                  Case NO. 05-16826).

Chapter 11 Petition Date: January 23, 2006

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: John E Maziarz, Esq.
                  Wolk and Maziarz
                  311 Whitehorse Avenue, Suite A
                  Trenton, NJ 08610
                  Tel: (609) 581-0063
                  Fax: (609) 585-2553

Total Assets: $3,020,810

Total Debts:  $1,456,000

Debtor's Four Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Phelan Hallinan & Schmieg     2 Vista Drive           $1,300,000
400 Fellowship Road           Princeton, NJ 08540
Suite 100
Mount Laurel, NJ 08054

Hudson United Bank            2 Vista Drive             $100,000
1000 McArthur Boulevard       Princeton, NJ 08540
Mahwah, NJ 07430

First Montauk Bank            2 Vista Drive              $50,000
c/o Robert Rabinowitz, Esq.   Princeton, NJ 08540
328 Newman Springs Road
Red Bank, NJ 07701

Rosedale Homeowners Assoc.,                               $6,000
Inc.
c/o Szaferman, Lakind
Quakerbridge Executive Center
101 Grovers Mill Road
Suite 104
Lawrenceville, NJ 08648


DOV PHARMA: May File for Bankruptcy if Restructuring Fails
----------------------------------------------------------
DOV Pharmaceutical, Inc. has entered into a Restructuring Support
Agreement with members of an ad hoc committee of the holders of
DOV's 2.50% Convertible Subordinated Debentures due 2025.

If DOV is unable to restructure its obligations under the
Debentures, it may be forced to seek protection under the U.S.
bankruptcy laws.

                     Terms of the Agreement

Debenture holders holding approximately 88% of the total
outstanding Debentures have agreed to:

   (i) participate in and support DOV's offer to exchange the
       $70 million of Debentures for one or more new series of
       convertible preferred stock and an aggregate $14.9 million
       cash payment; and

  (ii) not take any actions or exercise any remedies relating to
       DOV's failure on Jan. 3, 2007 to repurchase the Debentures
       pursuant to the offer to repurchase unless DOV commences
       bankruptcy proceedings or such a proceeding is commenced
       against DOV, or unless the RSA is terminated for any other
       reason under the terms of the RSA.

Under the RSA, DOV has agreed to offer to all holders of
Debentures, the right to exchange for each $1,000 in principal
amount of Debentures properly tendered and accepted for exchange,
8 shares of a new series of convertible preferred stock, par value
$1 per share and a liquidation preference of $100 per share, plus
a cash payment of $212.50.

The new preferred stock will be convertible into shares of common
stock, and also will automatically convert thirty days following
stockholder approval and filing of an amendment to DOV's charter
increasing the number of shares of authorized common stock as
necessary to accommodate such conversion.

Generally, the preferred stock will vote with the common stock as
a single class on an as-converted basis.  The RSA provides that
holders of a majority of the new preferred stock will be entitled
to appoint a majority of DOV's Board of Directors following the
completion of the exchange offer.  The RSA also provides that DOV
will offer an alternative series of convertible preferred stock
that will have different terms from the convertible preferred
stock.  This alternative series of preferred stock will have no
voting rights except as required by law and will not have a fixed
liquidation preference.

The company currently has 26,743,657 common shares outstanding.  
On an as converted basis if all Debentures are tendered in the
Exchange Offer, the bondholders would hold 106,974,628 shares of
common stock of the company or approximately 80% of the equity of
DOV without giving effect to any warrants and existing and future
equity incentive plans of the company.

As provided by the RSA, the Exchange Offer will be conditioned
upon the valid tender of at least 99% of the aggregate principal
amount of the outstanding Debentures.  This condition may be
modified by DOV with the consent of the holders of a majority in
outstanding principal amount of the Debentures.  The Exchange
Offer will also be conditioned on several other conditions.  DOV
will not be required, but will reserve the right, to accept for
exchange any existing Debentures tendered if any of the conditions
of the Exchange Offer remain unsatisfied.

In connection with the Exchange Offer, it is anticipated that
holders of DOV's outstanding common stock will receive
approximately one and one-tenths warrants for each share of common
stock outstanding totaling approximately 30,000,000 warrants.  The
exercise price for the warrants will be $0.523 per share and the
warrants will expire Dec. 31, 2009.

Assuming all Debentures are tendered in the Exchange Offer and all
the new convertible preferred stock issued in the Exchange Offer
were converted into common stock following completion of the
Exchange Offer, existing common stockholders would own
approximately 20% of the equity of DOV without giving effect to
any warrants and existing and future equity incentive plans of the
company.  Assuming all Debentures are tendered in the Exchange
Offer, all the new convertible preferred stock issued in the
Exchange Offer were converted into common stock following
completion of the Exchange Offer and all warrants issued in
connection with the Exchange Offer are exercised, existing common
stockholders would own approximately 34.7% of the equity of DOV
without giving effect to existing and future equity incentive
plans of the company.

                    About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)
-- http://www.dovpharm.com/-- is a biopharmaceutical company   
focused on the discovery, acquisition, and development of novel
drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.

At Sept. 30, 2006, the company's balance sheet showed
$54.528 million in total assets and $105.504 million in total
liabilities, resulting in a $50.975 million stockholders' deficit.
The Company had a $19.301 million deficit at Dec. 31, 2005.


DURA AUTOMOTIVE: Judge Carey Approves Deloitte & Touche as Auditor
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Dura Automotive Systems Inc. and
its debtor-affiliates employ Deloitte & Touche LLP as independent
auditors and accountants, nunc pro tunc to Oct. 30, 2006.

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Deloitte & Touche functioned as the Debtors' independent auditors
and accountants before their bankruptcy filing.  

The firm has agreed to:

   (a) audit the consolidated annual financial statements of the
       Debtors and its subsidiaries for the fiscal years ended
       December 31, 2006, and onwards;

   (b) review the Debtors' interim financial information for each
       quarter for the fiscal year ending December 31, 2006, and
       onwards;

   (c) render other audit and accounting services, including
       assistance in connection with reports requested by the
       Court, United States Trustee or parties-in-interest;
       accounting advisory services during the course of
       reorganization; and other similar requested assistance at
       an hourly rate basis; and

   (d) provide additional audit services, should the assumptions
       underlying the fixed fee estimate cost not materialize.

As of the Debtors' bankruptcy filing, Deloitte & Touche holds a
minimal retainer of approximately $5,000, and provides services
upon a fixed fee between $3,430,000 and $3,800,000.  The
additional services will be billed on an hourly rate basis:

           Designation                     Hourly Rate
           -----------                     -----------
           Partner, Principal, Director    $460 - $650
           Senior Manager                  $390 - $490
           Manager                         $320 - $390
           Senior Accountants              $200 - $250
           Staff Accountants               $135 - $180
           Paraprofessionals                   $60

The firm disclosed that from time to time, certain Deloitte &
Touche Tohmatsu member firms will assist it in connection with
its ongoing audit services with approximately $15,000 in services
that will be included in Deloitte & Touche's fee applications.  
The DTT Member Firms will be retained and paid by the applicable
non-filing Debtor affiliates.

Deloitte & Touche will be reimbursed for reasonable and necessary
expenses incurred in connection with the Debtors Chapter 11
cases, including costs of transportation, lodging, working meals,
telephone, photocopy and messenger services.

The Debtors have also sought to retain Ernst & Young LLP as their
internal auditors and tax service providers.  Deloitte & Touche
has advised the Debtors that it will make every effort to avoid
duplication of its work and that of Ernst & Young, and Deloitte
Tax.

Christopher A. Swanson, a partner of Deloitte & Touche, disclosed
certain relationships with parties in connection with matters
unrelated to the Debtors' Chapter 11 cases:

   -- the firm provides services to certain of the Debtors'
      largest unsecured creditors, including its lenders GE
      Capital Corp., Goldman Sachs, and Barclays Bank or their
      affiliates; and

   -- certain financial institutions that are prepetition lenders
      of the Debtors, including AXA, Harris Bank, Comerica,
      JPMorgan Chase, Wachovia Bank, Citigroup, Bank of America
      and affiliates of GE are lenders to the firm.

Mr. Swanson assured the Court that the firm will not serve those
entities in the Debtors' Chapter 11 cases.  He attests that his
firm is a disinterested person, as the term is defined in Section
101(14) of the Bankruptcy Code.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Judge Carey Approves Deloitte as Tax Advisor
-------------------------------------------------------------  
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Dura Automotive Systems Inc. and
its debtor-affiliates to employ Deloitte Tax LLP as their tax
service providers and tax consultants, nunc pro tunc to Oct. 30,
2006.

Judge Carey clarifies that Deloitte Tax is an independent
contractor and is not considered an agent, partner or
representative of the Debtors.

As reported in the Troubled Company Reporter on Jan. 2, 2007,
Deloitte Tax will continue to provide the Debtors with the same
scope of tax consulting services as well as strategic
restructuring and bankruptcy tax advisory services that include:

   (a) assistance with Federal Tax Effects of Bankruptcy Filing/
       Tax Advisory Services related to debt discharge issues,
       including:

       -- computing the Debtors' tax basis to provide management
          with information regarding income from the discharge of
          indebtedness and the tax effect of post-bankruptcy
          distributions to new equity holders;

       -- advising the Debtors in evaluating and modeling
          alternative tax methodologies to assist management in
          understanding post-bankruptcy tax attributes;

       -- advising the Debtors as to the proper tax treatment of
          postpetition interest; and

       -- advising the Debtors on the state tax aspects of the
          post-bankruptcy environment with a focus on the
          Debtors' efforts to optimize the post-bankruptcy tax
          structure for tax purposes.

   (b) general corporate tax advisory assistance, including:

        * tax return review and preparation;

        * Internal Revenue Service or state audit responses;

        * United States, state, and foreign income tax planning;
          and

        * transfer pricing documentation and review.

The Debtors will pay Deloitte Tax according to its professionals'
customary hourly rates:

           Partner                                $595
           Senior Manager                         $485
           Manager                                $435
           Senior Associate                       $375

Deloitte Tax will also seek reimbursement for reasonable and
necessary expenses incurred in the Debtors' Chapter 11 cases.

The Debtors will indemnify Deloitte Tax for any claim arising
from Deloitte Tax's performance of the services.  The firm will
not be entitled to indemnification, contribution or reimbursement
for services other than tax services.  The Debtors will have no
obligation to indemnify any person, or provide contribution to
any person for any claim or expense that have arisen from that
person's gross negligence or willful misconduct.

Scott J. Vickman, a member of the Deloitte Tax, assured the Court
that his firm does not hold any adverse interest to the Debtors'
estates, and is a disinterested person as the term is defined in
Section 101(14) of the Bankruptcy Code.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Gets Court Ok to Assume Lear Settlement Agreement
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Dura Automotive Systems Inc. and
its debtor-affiliates to assume their settlement agreement and
purchase orders with Lear Corporation, which was filed under seal.

As reported in the Troubled Company Reporter on Dec. 26, 2006,
Dura Automotive Systems Inc. supplied component parts that Lear
Corp. used to fulfill manufacturing agreements with General
Motors, Ford, and other original equipment manufacturers, pursuant
to various documents and purchase orders.

Several years before the Debtors filed for bankruptcy, Lear
brought an action in State Court against Dura to recover damages
for claims asserted against Lear by GM and Ford.  Lear sought (i)
damages for alleged defects in goods that Dura sold to Lear, which
Lear in turn used in products that it provided to GM and Ford, and
(ii) injunctive relief to require Dura to continue shipping to
Lear despite Lear's recoupment from amounts due to Dura.  The
State Court granted Lear's injunctive relief and required Dura to
ship goods without payment from Lear.

In the months before their bankruptcy filing, the Debtors and Lear
reached a comprehensive settlement of the Lear Claims and the Lear
Action and the modification of the Lear Contracts.

As a condition to assumption, Lear had required that Dura keep the
terms of the Settlement Agreement confidential, particularly
because certain terms therein are commercially sensitive.  This
confidentiality requirement is memorialized in the Settlement
Agreement.

The automotive industry is highly competitive, and many of the
parties-in-interest in the Debtors' Chapter 11 cases are direct
competitors or customers of the Debtors and Lear.  If the
information contained in the Settlement Agreement is disclosed
pursuant to a public filing, the Debtors' competitors and
customers would gain access to specific confidential and
commercial information related to the Debtors' business
relationship with Lear that could be detrimental to the
Debtors' reorganization efforts.

Notwithstanding their request, the Debtors have provided copies of
the Settlement Agreement and the Lear Motion to Lear, the Official
Committee of Unsecured Creditors, and the Office of the United
States Trustee.

In Dura's Form 10-Q filing with the Securities and Exchange
Commission, Keith R. Marchiando, Dura's vice president and chief
financial officer, said that subsequent to Oct. 1, 2006, Dura
settled the warranty matter, along with a previously outstanding
warranty matter, to Lear for approximately $9,000,000.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Section 341(a) Meeting Will Resume Wednesday
-------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
announced that the meeting of creditors required under 11 U.S.C.
Sec. 341(a) will resume on Jan. 31, 2007, at 3:00 p.m.

The Meeting of Creditors will be held at Room 2112 of J. Caleb
Boggs Federal Courthouse, at 844 King Street, in Wilmington,
Delaware.

The U.S. Trustee convened the Meeting of Creditors on Dec. 7,
2006.  The Meeting was continued pending the Debtors' filing of
their schedules of assets and liabilities, schedules of current
income and expenditures, and statements of financial affairs.

The Debtors filed their Schedules and Statements on Jan. 16, 2007.

The Meeting of Creditors offers the opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ECHOSTAR COMMS: Fitch Holds Convertible Subor. Notes' Rating at B
-----------------------------------------------------------------
Fitch affirms the 'BB-' Issuer Default Rating assigned to Echostar
Communications Corporation and its wholly owned subsidiary
Echostar DBS Corporation.

Fitch has also affirmed the 'BB-' rating assigned to the senior
unsecured notes issued by EDBS Corporation.  Finally, Fitch has
affirmed the 'B' rating assigned to the convertible subordinated
notes issued by Echostar.  Approximately $7 billion of debt as of
the end of the third quarter of 2006 is affected by Fitch's
action.

The Rating Outlook is Stable.

Fitch's affirmation reflects the operating leverage derived from
Echostar's size and scale as the fourth largest multichannel video
programming distributor in the United States; the company's solid
liquidity position, and expectation for continued free cash flow
generation.

Fitch's ratings also incorporate Echostar's weak competitive
position and limited ability to respond to the changing and more
competitive operating environment.  From Fitch's perspective
competitive pressures within the multi-channel video distribution
market have increased due to the wide spread availability of the
triple play service offering and the introduction of video
services by the regional bell operating companies, namely Verizon
and AT&T.  Fitch believes that demand for Echostar's video service
will remain strong within certain segments of the multi channel
video distribution market. However, the evolving competitive
landscape will materially increase the business risks related to
Echostar's credit profile.  Outside Echostar's core market
segments the company will find it increasingly difficult to
protect and grow its market share in the face of the bundled
service offerings by the cable MSOs and telephone companies in
residential markets.

A key to Echostar's continued EBITDA growth and free cash flow
generation will be how the company balances subscriber growth,
ARPU, subscriber churn and subscriber acquisition costs.  Fitch
believes that a more competitive multi-channel video distribution
market can lead to higher subscriber churn rates subscriber
acquisition costs, and pressure on the company's ARPU.  These
factors can limit EBITDA growth and constrain operating margins.
During the third quarter of 2006 Echostar's subscriber acquisition
cost was $688 per gross addition.  Fitch believes that competitive
pressures can push Echostar's SAC in excess of $700 during 2007.

Echostar's competitive position is hurt by its lack of a broadband
solution.  Currently, the company's broadband strategy is centered
on its ability to bundle DSL service through AT&T and other
incumbent local exchange providers.  Fitch believes that for
competitive purposes an investment in a broadband network is
appropriate.  However, the capital costs associated with a high
speed data network will be significant and would certainly
pressure Echostar's credit profile if the company elects to deploy
the network without using partners to mitigate financial and
technical risks.  Over the near term Fitch believes Echostar will
compete for video subscribers by aggressively deploying high
definition programming.  Echostar does have a leading position
among multi-channel video distributors with 30 national HD
channels. However Echostar is lagging behind most cable MSOs by
only providing local channel HD programming in only 26 cities.
Moreover, Echostar's HD lineup does not include any of the
regional sports networks.

The company's leverage metric, calculated on a latest 12 month  
basis, as of Sept. 30, 2006 was 3.04x on a consolidated basis and
2.4x at EDBS.  Absent a material investment in a broadband
network, Fitch expects that Echostar's credit protection metrics
will continue to improve during 2007 with leverage improving a
half turn from the Sept. 30, 2006 level and free cash flow as a
percentage of total debt in excess of 8%.  Since the end of the
third quarter the company has made substantial progress in
addressing its 2008 scheduled maturities, which as of the end of
the third quarter totaled $2.5 billion.  During October, the
company issued $500 million of senior notes due 2013 and used the
proceeds thereof to redeem its floating rate senior notes due
2008.

Additionally on Jan. 17, 2007, the company reported that it will
redeem all of its outstanding 5.75% convertible subordinated notes
due 2008 on February 15, 2007.  The redemption will initially be
funded with cash on hand.  Echostar's liquidity position is strong
and is primarily supported by approximately $2.8 billion of
restricted and unrestricted cash, and marketable investment
securities on its balance sheet as of Sept. 30, 2006 and free cash
flow expectations.

Fitch's Stable Rating Outlook reflects the consistent subscriber
economic trends as well as the positive EBITDA and free cash flow
prospects expected over the near term balanced with the very
competitive operating environment.  Outside of the announced share
repurchase authorization Fitch views the use of cash for
shareholder friendly actions as an erosion of financial
flexibility that could result in pressure on the ratings or an
outlook revision.

Additionally, Fitch has concerns related to the uncertainty
surrounding the company's broadband strategy and the potential
cash requirements to launch a wireless broadband service.  Lastly,
incorporated into the current ratings and Stable Rating Outlook is
the expectation that the ongoing litigation related to Tivo, Inc.
is resolved in a credit neutral manner and without significant
operational disruption.


EDDIE BAUER: Defers Special Stockholders Meeting to February 8
--------------------------------------------------------------
The special meeting of stockholders of Eddie Bauer Holdings, Inc.
that was scheduled to be held on Jan. 25, 2007 has been postponed
and will be held at 8:30 a.m., Pacific Time, on Thursday, Feb. 8,
2007 at the Hyatt Regency Bellevue, 900 Bellevue Way, NE,
Bellevue, Washington.  At the special meeting, stockholders will
consider and vote upon the company's proposed sale to Eddie B
Holding Corp., a company owned by affiliates of Sun Capital
Partners, Inc. and Golden Gate Capital.

The special meeting was postponed because in the course of
preparing its financial statements for 2006, the company
identified errors related to its tax accounting for 2005 and prior
years.  The errors relate to the determination of deferred tax
assets and goodwill on its balance sheets, arising from the
treatment of leasehold improvements.  The company is working with
BDO Seidman, its independent auditor, to assess the financial
impact and to determine whether a restatement will be required.  
At this time, the Company is continuing to review the matter and
will provide further information when available.

In addition, the company and Eddie B Holding Corp. entered into an
Extension and Waiver, whereby Eddie B Holding Corp. agreed to
extend the date by which the Special Meeting must be held to a
date no later than Feb. 8, 2007 and waive the breach of the Merger
Agreement which would otherwise be attributable to the
postponement of the special meeting.  The Company and Eddie B
Holding Corp. agreed that Eddie B Holding Corp. has not waived any
other rights it has pursuant to the Merger Agreement and the
Merger Agreement remains in full force and effect in accordance
with its terms.

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty  
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at approximately 380 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/ The company also  
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs approximately 10,000 part-time
and full-time associates in the United States and Canada.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2006,
Moody's Investors Service confirmed Eddie Bauer Inc.'s B2
Corporate Family Rating.  Moody's also confirmed its B2 rating on
the company's 300 million term loan.


ENTERGY NEW: Panel Says Documents Are Not Entitled to Protection
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Entergy New
Orleans, Inc. asks the U. S. Bankruptcy Court for the Eastern
District of Louisiana to find that the documents produced by the
Debtor, or its parent, Entergy Corp., to the panel and other
parties are not subject to a confidentiality and protective order
issued on Oct. 24, 2005.

The Protective Order authorized ENOI and Entergy Corp. to
designate certain documents and information produced by them as
"Highly Confidential Discovery Information" only upon having "a
good-faith basis to believe that [the] information is
confidential business information, a trade secret or sensitive
proprietary, commercial, financial, research or other such
information not available in the public domain, and [that]
information is entitled to protection under Section 107, Rule
9108 [sic], or other applicable law."

Philip K. Jones, Jr., Esq., at Liskow & Lewis, in New Orleans,
Louisiana, relates that since the entry of the Protective Order,
ENOI and Entergy have produced in excess of 25,00 pages of
documents to the Committee and other parties subject to the
Protective Order.

Mr. Jones notes that a large number of documents produced by
ENOI or Entergy that contain financial information bear the HCDI
designation, but those documents do not meet the requirements for
protection under Section 107 of the Bankruptcy Code or under Rule
9018 of the Federal Rules of Bankruptcy Procedure.

According to Mr. Jones, the Committee's proposed Chapter 11 Plan
of Reorganization calls for it to obtain a loan to ENOI in an
amount not to exceed $150,000,000.

To establish at the confirmation hearing that the Exit-Financing
Loan can be obtained by ENOI, the Committee will be required by
potential lenders to disclose financial information about the
Debtor and its assets and operations, Mr. Jones says.

However, Mr. Jones avers, since all of the produced documents
possibly containing Relevant Debtor Information have been  
designated as HCDI by ENOI or Entergy, the Committee is
prohibited from disclosing Relevant Debtor Information pursuant
to the Protective Order.

Mr. Jones relates that the Committee proposed to use a
confidentiality order in connection with the disclosure of any
documents and information to financial institutions, but that
proposal was rejected by ENOI.  Instead, he says, the Debtor
refused to consider the Committee's request to disclose unless
and until the panel identified:

   -- each and every document, by bates number, that the
      Committee intended to disclose; and

   -- each and every financial institution to whom the documents
      would be disclosed.

As required by the Protective Order, counsel for the Committee
requested a conference with the Debtor's counsel to resolve the
Committee's objection to the HCDI designations.  However, the
Debtor's counsel, to date, has failed to respond to that request.

Therefore, the Committee insists that none of the ENOI or Entergy
documents are entitled to protection under the Protective Order,
and that ENOI and Entergy must establish that those documents are
legally entitled to protection under Section 107 or Rule 9018.

Mr. Jones attests that the disclosure of ENOI's financial
information will not cause any competitive harm since the Debtor
is a regulated utility monopoly with no competitors.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned   
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST HORIZON: Fitch Holds Low-B Ratings on 8 Class  Certificates
-----------------------------------------------------------------
Fitch Ratings affirms First Horizon Home Loan Mortgage Trust's
issues:

Series 2005-5:

   --Class A affirmed at 'AAA';
   --Class B1 affirmed at 'AA';
   --Class B2 affirmed at 'A';
   --Class B3 affirmed at 'BBB';
   --Class B4 affirmed at 'BB';
   --Class B5 affirmed at 'B'.

Series 2005-6:

   --Class A affirmed at 'AAA';
   --Class B1 affirmed at 'AA';
   --Class B2 affirmed at 'A';
   --Class B3 affirmed at 'BBB';
   --Class B4 affirmed at 'BB';
   --Class B5 affirmed at 'B'.

Series 2005-7:

   --Class A affirmed at 'AAA';
   --Class B1 affirmed at 'AA';
   --Class B2 affirmed at 'A';
   --Class B3 affirmed at 'BBB';
   --Class B4 affirmed at 'BB';
   --Class B5 affirmed at 'B'.

Series 2005-8:

   --Class A affirmed at 'AAA';
   --Class B1 affirmed at 'AA';
   --Class B2 affirmed at 'A';
   --Class B3 affirmed at 'BBB';
   --Class B4 affirmed at 'BB';
   --Class B5 affirmed at 'B'.

Series 2005-AR2:

   --Class A affirmed at 'AAA'.

Series 2005-AR3:

   --Class A affirmed at 'AAA'.

Series 2005-AR4:

   --Class A affirmed at 'AAA'.

Series 2005-AR5:

   --Class A affirmed at 'AAA';

Series 2005-AR6:

   --Class A affirmed at 'AAA';

Series 2004-FL1:

   --Class A affirmed at 'AAA'.

The mortgage loans consist of conventional 15- and 30-year fixed-
rate mortgages extended to prime borrowers and are secured by
first liens on one- to four-family residential properties.  As of
the December 2006 distribution date, the transactions are seasoned
from a range of 12 months to 24 months and the pool factors range
from approximately 14% to 95%.  All of the above deals were
acquired and are serviced by First Horizon Home Loan Corporation,
rated 'RPS2' by Fitch.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $2.297 billion of
outstanding certificates.  All classes in the transactions
detailed above have experienced small to moderate growth in CE
since closing, and there have been no or minor collateral losses
to date.

Fitch will closely monitor these transactions.


FLINTKOTE COMPANY: Wants Court to Extend Exclusive Periods
----------------------------------------------------------
Flintkote Company and Flintkote Mines Ltd. ask the United States
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

   a) file a plan of reorganization until April 27, 2007; and

   b) solicit acceptances on that plan until June 28, 2007.

The Debtors' exclusive period to file a plan expired on Dec. 28,
2006.  This is the Debtors' eighth motion to extend the exclusive
periods.  

The Debtors tell the Court that they need sufficient time to
finalize the terms of a reorganization plan co-proposed by the
Asbestos Claimants Committee and the Future Claimants
Representative.  The Debtor anticipates filing a plan together
with the disclosure statement describing that plan within the next
couple of months.

The Honorable Judith K. Fitzgerald will convene a hearing at
11:30 a.m. on Feb. 26, 2007, to consider the Debtors' request.  
Objections, if any, are due on Feb. 9, 2007.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  The
Bankruptcy Court appointed James J. McMonagle as the Legal
Representative for Future Asbestos Personal Injury Claimants for
Flintkote and Mines on Aug. 26, 2004, and Sept. 9, 2004,
respectively.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.


FLINTKOTE CO: Wants Until April 27 to Decide on Headquarters Lease
------------------------------------------------------------------
The Flintkote Company and Flintkote Mines Ltd. ask the Honorable
Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District
of Delaware to extend, until April 27, 2007, the date by which
Flintkote is required to assume or reject the lease of its
headquarters office space at Suite 1190, Three Embarcadero Center
in San Francisco, California.

The Debtor's period to assume or reject the lease expired on
Dec. 28, 2006.  This is the Debtors' eighth motion for an order
extending their period to decide on the lease.  

The lease expires on Aug. 31, 2007.  At this stage of its case,
Flintkote says it is not prepared to assume the lease and obligate
its estate for the remaining term of the lease.

Flintkote says that the office space is an integral part of its
business operations citing it is where it supervises its
bankruptcy case, conducts financial and corporate activities, and
maintains and manages the key records with regard to those
activities.

A hearing on the Debtors' request is scheduled on Feb. 26, 2007 at
11:30 a.m.  Responses to the motion are due on Feb. 9, 2007.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  The
Bankruptcy Court appointed James J. McMonagle as the Legal
Representative for Future Asbestos Personal Injury Claimants for
Flintkote and Mines on Aug. 26, 2004, and Sept. 9, 2004,
respectively.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.


FORD MOTOR: Exec Bonuses May Hamper Cost-Cutting Deal with Union
----------------------------------------------------------------
Ford Motor Co.'s potential plan to offer bonuses to some white-
collar workers risks undermining an effort to persuade the United
Auto Workers union to accept some concessions in factory-level and
national contract talks this year, The Wall Street Journal
reports.

The plan, according to the Journal, is already angering rank-and-
file workers and undermining UAW leaders' efforts to work with
management to push through cost-cutting agreements with local
unions which Ford executives say are critical to the company's
turnaround plan.

The automaker was likely to have met or exceeded certain targets
related to cost-cutting and vehicle quality in 2006, the Journal
said, citing people familiar with the matter.

As Ford meets these targets, employees at a certain leadership
level and above, including manufacturing-plant managers, may be in
line for bonuses, Reuters relates.

As reported in the Troubled Company Reporter on Sept. 15, 2006,
the United Auto Workers reached an agreement on voluntary,
system-wide buyouts for more than 75,000 UAW-represented hourly
workers at Ford Motor.

The buyouts are part of Ford's move to accelerate its "Way
Forward" turnaround plan initiated early last year.   

No UAW Ford hourly worker will have his or her contractual rights
compromised as a result of these buyout packages, and no worker
will be involuntarily separated from the company, the union
disclosed.

A summary of the terms and conditions of the packages is available
for free at http://researcharchives.com/t/s?11ad  

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co. after the company increased
the size of its proposed senior secured credit facilities to
between $17.5 billion and $18.5 billion, up from $15 billion.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of
both the secured facilities and the senior unsecured convertible
notes being offered.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


FREMONT GENERAL: Fitch Revises Outlook to Negative from Stable
--------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook of Fremont General
Corp. and Fremont Investment & Loan to Negative from Stable.

At the same time, Fitch has affirmed FMT's Long-Term Issuer
Default Rating at 'BB-' and short-term rating at 'B'.  Fitch has
also affirmed the ratings of FIL.  A complete list of rating
affirmations follows at the end of this release.

The revised Outlook reflects the current difficult market
environment that FMT faces, particularly the company's exposure to
the subprime residential mortgage sector.  While the company has
taken meaningful steps to curb mortgage repurchase requests and
related provisions, Fitch believes that profitability pressure
will continue in the near term.  Mortgage repurchase requests, a
recent phenomenon caused by rising early payment defaults, have
adversely impacted virtually all subprime mortgage originators.

Fitch believes that FMT possesses adequate liquidity and capital
to weather the company's recent challenges.  

Fitch also recognized the good performance of FIL's commercial
real estate business.  However, should operating performance
continue to deteriorate over the next 12-18 months, capital and
liquidity could potentially come under pressure, principally at
FMT, the holding company for FIL.  

In addition to risks associated with operating performance, debt
at the holding company level is currently mainly being serviced by
cash flows from residual interests in mortgage-backed securities
backed by FIL-originated subprime residential real estate loan
collateral.  Recent vintages of Fremont MBS have underperformed,
and as a consequence, cash flows from underlying residuals may
decline.  At this point, FMT has available cash on hand and some
contingent funding, including cash dividends from FIL, to offset
any potential cash shortfalls from the residuals.

In considering rating downgrades for FMT and FIL, such action
would be likely if operating performance deteriorates or if the
company has difficulty executing its business plan.  A scenario
whereby the IDRs of FMT and FIL are differentiated is also a
possible outcome as the credit profiles of both entities may
differ.  For an Outlook revision to Stable, Fitch will consider a
number of factors, including improved operating performance and
the return of loan repurchase requests to normalized levels.  
Fitch will also monitor the liquidity at the holding company
level, particularly in light of senior notes maturing in March
2009.

While not a bank holding company, FMT is a holding company that
engages in lending through FIL, which is an industrial bank
regulated by the FDIC and the Department of Financial Institutions
of the State of California.

Fitch has affirmed the following ratings and revised the Rating
Outlook to Negative from Stable:

Fremont General Corp.

   --Long-term Issuer Default Rating at 'BB-';
   --Long-term senior debt at 'B+';
   --Short-term issuer at 'B';
   --Individual at 'C/D'; and,
   --Support at '5'.

Fremont Investment & Loan

   --Long-term deposits at 'BB';
   --Short-term deposits at 'B';
   --Long-term Issuer Default Rating at 'BB-';
   --Short-term issuer at 'B';
   --Individual at 'C/D'; and,
   --Support at '5'.

Fremont General Financing I

   --Preferred Securities at 'B-'.


G.M. CROCETTI: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: G.M. Crocetti Realty LLC
        3960 Merritt Avenue
        New York, NY 10466

Bankruptcy Case No.: 07-10166

Type of Business:

Chapter 11 Petition Date: January 24, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Marc Stuart Goldberg, Esq.
                  M. Stuart Goldberg, LLC
                  81 Main Street, Suite 205
                  White Plains, NY 10601
                  Tel: (914) 949-5400
                  Fax: (914) 683-1279

Total Assets: $4,158,284

Total Debts:  $3,914,360

Debtor's Three Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Bank of America, N.A.                              $2,486,702
   777 Main Street
   Hartford, CT 06115

   NYC Department of Finance                             $78,857
   P.O. Box 92
   New York, NY 10008-0092

   NYC Department of Finance                             $23,212
   P.O. Box 32
   New York, NY 10008-0032


GALAXY MINERALS: Case Summary & List of Known Creditors
-------------------------------------------------------
Debtor: Galaxy Minerals, Inc.
        dba Haven Express , Inc.
        dba Golden Sands Eco Protections, Inc.
        500 Park Avenue, Suite 203
        Lake Villa, IL 60046

Bankruptcy Case No.: 07-01365

Type of Business: The Debtor is in the business of metal mining.

Chapter 11 Petition Date: January 26, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtors' Counsel: Serri-Ann Sendzischew, Esq.
                  Law Offices of Ouriel & Sendzischew, PA
                  3030 Southwest 28th Street
                  Miami, FL 33133
                  Tel: (305) 444-9924

Total Assets: $300,043,531

Total Debts:  $5,516,700

Debtor's List of Creditors Holding Unsecured Nonpriority Claims:

   Entity                                           Claim Amount
   ------                                           ------------
   RMS-Ross Corp.                                       $275,000
   44325 Yale Road, West
   Sardis, BC
   Canada V2R 4H2

   Scott Goldstein                                      $200,000
   441 North Crooked Lake Lane
   Lindenhurst, IL 60046

   Robert Ouriel, Esq.                                   $25,000
   3030 Southwest 287th Street
   Miami, FL 33133

   Sheri-Ann Sendzischew, Esq.                           $20,000

   Tew & Cardenas LLP                                    $13,000

   Dohan & Company                                        $7,500

   Dohan Brown & Salum Co.                                $7,500

   Mobile Storage Group, Inc.                             $6,000

   The LeBrecht Group                                     $6,000

   Specialty Technical Publishers                           $700

   U.S. SEC                                              Unknown


GAP INC: Company Not for Sale, Interim CEO Fisher Tells Employees
-----------------------------------------------------------------
Gap Inc. interim Chief Executive Robert Fisher assured the
clothing retailer's employees that the company is not for sale,
Reuters reports, citing the New York Post.

Mr. Fisher also circulated a memo detailing how to solve the
company's problems, the Post said, as cited by Reuters.

According to Reuters, the memo, based on a copy obtained by the
Post, lists 10 ideas, including letting creativity flourish,
creating realistic expectations and facing mistakes.

Speculation that the company could be sold to private equity
investors may be muted for the time being as the company's search
for a new chief executive signals an attempt to turn around the
business, Reuters says, citing analysts who commented on the
issue.

Reuters relates that the resignation of Paul Pressler as chief
executive after pressure to curtail more than two years of
sluggish sales at its Gap and Old Navy chains comes after
widespread market speculation that the company could be for sale.

The speculation was fueled by what sources have said was Gap's
recent hiring of investment firm Goldman Sachs, Reuters adds.

A Gap spokesman was not immediately available for comment.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an   
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default
Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+'
from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GENERAL MOTORS: GMAC's Mortgage Exposure May Hit GM, Analysts Say
-----------------------------------------------------------------
General Motors Corp.'s decision of its delayed fourth quarter
earnings filing could reflect in part the toll U.S. mortgage
market has taken on its recently divested GMAC Financial Services
lending unit, John D. Stoll of the Wall Street Journal reports
citing industry watchers.

In a statement made by Lehman Brothers auto analyst Brian Johnson,
WSJ relates that complications in connection to estimating the
value of GMAC's ResCap mortgage unit could cost the company
$300 million to $400 million in cash charges in the first half.

According to WSJ, GMAC portfolio viewed ResCap as its crown jewel
but has fallen under industrywide pressure that has hurt
traditionally strong lenders and might have diminished ResCap's
value.

Mr. Johnson further said in the report that potential provisions
for loan losses from subprime mortgages in GMAC's case, might need
growth, and residual interest in trading securities might need
mark-to-market modifications.

GMAC and Cerberus must sort out issues related to ResCap, said GM
Chief Financial Officer Fritz Henderson.  He concluded that
settlements related to the changes in the mortgage industry should
be established.

GMAC officials were unavailable for comment and Cerberus spokesman
Peter Duda refused to comment, WSJ says.

GM, as reported in the Troubled Company Reporter last week,
expected to have been profitable in the fourth quarter with record
revenue, but did not provide figures.  GM said it will provide
further information on the progress of its financial reporting on
February 5, 2007.  The company currently anticipated that it will
file its annual report on Form 10-K by its due date of March 1,
2007.

In addition, GMAC has informed GM that it continues to finalize
its financial statements for 2006 and its balance sheet as of
Nov. 30, the date of the sale of 51% of the equity of GMAC.  As a
result, GMAC advised GM that it is not yet able to provide the
financial information needed to complete GM's fourth quarter
financial results.

GM would also restate its financial statements for 2002 through
the third quarter of 2006 as a result of these anticipated
adjustments related to the deferred tax liabilities, hedging
activities and other miscellaneous items.

                     About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the  
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 billion secured term loan of General Motors Corp.
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GENERAL MOTORS: Plans to Sell Allison Transmission to Cut Costs
---------------------------------------------------------------
General Motors Corp. is considering strategic options for
subsidiary Allison Transmission, including a possible sale, in an
effort to boost liquidity, Reuters reports.

The company, Reuters says, is in the middle of a restructuring
effort that focuses on cutting costs and improving cash flow.

"This process is another potential step in GM's plan to improve
liquidity through the assessment of strategic options for a
business that is not central to GM's mission of designing,
manufacturing and selling cars and light trucks globally," GM said
in a statement cited by Reuters.

Indianapolis-based Allison makes transmissions and hybrid
propulsion systems for commercial trucks and buses and military
vehicles and employs more than 4,000 workers.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed $1.5 billion secured term loan of General Motors Corp.
The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and
equipment, and special tools of General Motors and Saturn Corp.


GLOBAL HOME: Judge Gross Extends Exclusivity Period to April 5
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended, until Apr. 5, 2007, Global Home Products LLC
and its debtor-affiliates' exclusive period to file a chapter 11
plan of reorganization.

The Court also extended, until June 6, 2007, their exclusive
period to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on Jan. 5, 2007,
the Debtors told the Court that they are currently devoting
a significant amount of time to the potential sale or
reorganization of Anchor Hocking, their only remaining
operating business group.  The Debtors reminded that Court
that they have previously sold substantially all of the
assets of:

    * Burnes Group to Gibson, Inc.; and
    * WearEver businesses to SEB, S.A. and Groupe SEB USA.

In addition, the Debtors related that they are continuing their
analysis and litigation of administrative and reclamation claims
asserted by a number of claimants.  They have also rejected a
number of burdensome leases and executory contracts which included
their former headquarters' lease in Westerville, Ohio.

The Debtors assured the Court that the extension is not meant to
pressure creditors and in fact, they have begun discussions with
the Official Committee of Unsecured Creditors concerning the
outline of an exit plan for their chapter 11 cases.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and $100
million and estimated debts of more than $100 million.


GLOBAL HOME: Taps Johnson Associates as Compensation Advisor
------------------------------------------------------------
Global Home Products LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Johnson Associates Inc. as their compensation advisor
nunc pro tunc Jan. 9, 2007.

Johnson Associates is expected to:

   a) perform an analysis of the Debtors' proposed management
      incentive plan and sales bonus plan;

   b) provide expert testimony, at one or more depositions or
      hearings related to their chapter 11 cases, regarding their
      proposed plans, or any modifications to that plans; and

   c) provide other advisory services as necessary by the Debtors.

Jeff Visithpanich, Esq., at Johnson Associates, will bill the
Debtors $300 per hour for his work.  Mr. Visithpanich discloses
that the firm's other professionals bill:

        Professional                Hourly Rate
        ------------                -----------
        Alan Johnson                   $575
        Staff and Associates        $155 - $300

Mr. Visithpanich assures the Court that Johnson Associates is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLOBAL HOME: Wants Until July 15 to Remove State Court Civil Suits
------------------------------------------------------------------
Global Home Products LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
until July 15, 2007, the period within which they can remove state
court civil actions.

Since the Debtors filed for bankruptcy, the Debtors have pondered
their efforts to:

   a) obtain Court approval for the sale of the Burnes Group
      assets and WearEver assets;

   b) address issues attendant to that sales;

   c) consider going forward alternatives for the Anchor Hocking
      business;

   d) extend and modify their dip financing; and

   e) work with key constituencies on issues relating to their
      cases.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, tells the Court that the Debtors did not have the
opportunity to thoroughly review actions that may be need to be
removed from other jurisdictions.

The extension, Ms. Laura says, will allow the Debtors to make
fully informed decisions in removing each action and will assure
that the Debtors won't forfeit valuable rights under Section 1452
of the Bankruptcy Code.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLOBAL TEL*LINK: Moody's Affirms Corporate Family Rating at B1
--------------------------------------------------------------
Moody's Investors Service affirmed Global Tel*Link Corporation's
B1 Corporate Family, and B1 senior secured ratings following the
company's report of its intention to increase the size of its term
facility by $10 million and use the additional proceeds for a
shareholder distribution.  The ratings reflect a B2 probability of
default and loss given default assessment of LGD 3, 31% for the
senior secured bank debt.

The outlook is stable.

Ratings Affirmed B1 LGD3, 31%:

   -- $20 million senior secured revolver due 2012

   -- $110 million senior secured term loan due 2013

   -- $50 million senior secured delayed draw term loan due 2013

   -- $10 million senior secured synthetic L/C facility due 2013

   -- $40 million senior secured delayed draw synthetic L/C  
      facility due 2013

Global Tel*Link Corporation, based in Mobile, Alabama, is majority
owned by The Gores Group, LLC and provides telecommunications
services to correctional facilities.


GREENPARK RUNKLE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Lead Debtor: GreenPark Runkle Canyon LLC
             dba GreenPark Ranch LLC
             10073 Valley View Street, #153
             Cypress, CA 90630

Bankruptcy Case No.: 07-10233

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      McCadden Development LLC                   07-10230

Type of Business: The Debtors are affiliates of GreenPark Group,
                  LLC and California/Nevada Developments.  
                  GreenPark Group and California/Nevada filed for
                  chapter 11 protection on June 23, 2006 (Bankr.
                  C.D. Calif. Case Nos. 06-10988 & 06-10989).

Chapter 11 Petition Date: January 26, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Alan J. Friedman, Esq.
                  Irell & Manella LLP
                  840 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 760-0991

                                Total Assets        Total Debts
                                ------------        -----------
GreenPark Runkle Canyon LLC     $12,064,459             $34,022
McCadden Development LLC        $48,967              $1,150,000

A. GreenPark Runkle Canyon LLC's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Stantec Consulting, Inc.      Trade                      $34,022
13980 Collections Center Drive
Chicago, IL 60693

B. McCadden Development LLC discloses that it is unaware of any
   creditors as of its filing.


HAROLD LISONBEE: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Harold B. Lisonbee
        Patricia L. Lisonbee
        19234 South Trekker Woods Road
        Coeur d'Alene, ID 83814

Bankruptcy Case No.: 07-20025

Chapter 11 Petition Date: January 25, 2007

Court: District of Idaho (Coeur d' Alene)

Judge: Terry L Myers

Debtors' Counsel: Stephen Brian McCrea, Esq.
                  P.O. Box 1501
                  Coeur d'Alene, ID 83816-1501
                  Tel: (208) 666-2594

Total Assets: $1,824,659

Total Debts:  $1,608,583

Debtors' 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Richard Baker                                           $100,000
2010 South Machias Road
Snohomish, WA 98290

Sterling Savings Bank         Collateral FMV:            $33,393
P.O. Box 19247                $22,875
Spokane, WA 99210

Russell and Michelle Breaux                              $25,000
3610 Green Meadow Drive
Flower Mound, TX 75022

United Health Services        Collateral FMV:            $21,207
Cr Union                      $17,600

Beneficial Finance                                       $11,405

Aliant Energy Services Inc.                                 $688

Kootenai Medical Center                                     $398

Spokane Eye Clinic                                          $219

Gene George Construction LLC                                $200

Washington Mutual Card                                      $183
Services


HC CARRIBEAN: Must File Plan and Disclosure Statement by March 15
-----------------------------------------------------------------
In a Dec. 18, 2006 status hearing on HC Carribean Chemicals Inc.'s
chapter 11 case, the United States Trustee for Region 21 told the
U.S. Bankruptcy Court District of Puerto Rico that the Sec. 341
meeting of the Debtor's creditors was held and closed on
Dec. 14, 2006.  

Pursuant to that meeting, the Trustee discloses that the Debtor
was requested to amend its statement of financial affairs for
these reasons:

   a) the Debtor's case is a borderline to chapter 7 since the
      Debtor does not have any money in the bank;

   b) no tax returns were filed since 1997; and

   c) the Debtor has attempted to sell its property seven times
      without success.

In this regard, the Court directs the Debtor to file disclosure
statement and plan on or before March 15, 2007.  The hearing on
the disclosure statement will be determined at a later date.
The Debtor is also expected to file a corporate resolution.

Headquartered in Ponce, Puerto Rico, HC Caribbean Chemicals Inc.
sells chemical, industrial, and janitorial cleaning products.  The
company is the exclusive distributor for Zep Products in Puerto
Rico.  HC Caribbean filed a chapter 11 petition on October 16,
2006 (Bankr. D. P.R. Case No. 06-03960).  Nydia Gonzalez Ortiz,
Esq. at Santiago & Gonzalez represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it disclosed more than $100 million in assets and
more than $100 million in debts.


HEADWATERS INC: Completes Sale of 2.5% Convertible Senior Notes
---------------------------------------------------------------
Headwaters Inc. has completed the reported sale of its
2.50% Convertible Senior Subordinated Notes due 2014 in a private
offering to qualified institutional buyers under Rule 144A
under the Securities Act of 1933.  The company sold $160 million
in aggregate principal amount of Notes, which includes the full
exercise of the over-allotment option.

The Notes will be convertible under certain circumstances into a
combination of cash and shares of Headwaters common stock at an
initial conversion rate of 33.9236 shares per $1,000 principal
amount of Notes.  This represents a conversion price of
approximately $29.48 per share, reflecting a premium of 27.50%
to the closing price of $23.12 per share of the company's common
stock on Jan. 16, 2007.

The Notes bear interest at an annual rate of 2.50%, payable
semi-annually, plus certain additional interest under certain
circumstances.  The Notes may be repurchased, at the option of the
holder, prior to maturity upon the occurrence of certain
fundamental changes involving Headwaters' common stock.  Upon
conversion, the company will pay cash up to the principal amount
of the Notes converted and shares of common stock to the extent
the daily conversion value exceeds the proportionate principal
amount based on a 20 trading day observation period.

The company will use the net proceeds from the issuance of the
Notes to repay a portion of its indebtedness under its senior
secured credit facility and other indebtedness.  In addition,
the company paid from existing cash the approximately
$11.8 million net cost of the previously announced convertible
note hedge and warrant transactions.  These transactions are
intended to reduce the dilution to the company's common stock from
potential future conversion of the Notes.  These transactions will
have the effect of increasing the effective conversion price of
the Notes to $35 per share, reflecting a premium of approximately
51.4% to the closing price of $23.12 per share on Jan. 16, 2007.

The Notes and the common stock issuable upon conversion of the
Notes have not been registered under the Securities Act of 1933,
or the securities laws of any other jurisdiction, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

Headquartered in South Jordan, Utah, Headwaters Incorporated
(NYSE:HW) -- http://www.hdwtrs.com/-- is a diversified growth  
company providing products, technologies and services to the
energy, construction and home improvement industries.  Through its
alternative energy, coal combustion products, and building
materials businesses, the company earns a growing revenue
stream that provides the capital needed to expand and acquire
synergistic new business opportunities.

                        *     *     *

As reported in Troubled Company Reporter on Jan. 23, 2007,
Standard & Poor's Ratings Services assigned its 'B' subordinated
debt rating to the proposed $135 million 2.5% convertible senior
subordinated notes due 2014 of Headwaters Inc. The notes are to be
issued under Rule 144a with registration rights.


INDIAN CREEK: Chapter 7 Trustee Hires Luce Forward as Counsel
-------------------------------------------------------------
The U.S. Bankrupt Court for the Northern District of California
allowed John W. Richardson, the Chapter 7 Trustee overseeing the
liquidation of Indian Creek Vineyard Estates, LLC's case, to
employ Luce, Forward, Hamilton & Scripps LLP as his counsel.

Luce Forward will:

   a) assist and advise the Trustee concerning investigation,
      collection and liquidation of potential assets of the
      estate;

   b) assist and advise the Trustee regarding any transfers which
      may be avoidable under the provisions of the Bankruptcy
      code;

   c) assist the Trustee in the objection to claims as requested;
      and

   d) attend Court hearings as necessary.

The firm's professionals bill:

        Professional                Hourly Rate
        ------------                -----------
        Michael A. Isaacs, Esq.         $475
        Barry Milgrom, Esq.             $475
        Charles P. Maber, Esq.          $450
        Diana L. Donabedian, Esq.       $330
        Nhung Le, Esq.                  $290
        Paralegal                        $95

To the best of the Trustee's knowledge, Luce Forward does not
represent any interest adverse to the Debtor or its estate.

Headquartered in Carmel Valley, California, Indian Creek Vineyard
Estates, LLC, filed for chapter 11 protection on June 14, 2006
(Bankr. N.D. Ca. Case No. 06-51053).  Henry B. Niles, Esq.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's bankruptcy proceedings.  The Debtor's schedules show
total assets of $17,011,000 and total debts of $6,868,740.
On Dec. 22, 2006, the Court converted the Debtor's chapter 11 case
to a chapter 7 liquidation.  John W. Richardson was appointed as
the Debtor's chapter 7 trustee.


LA SPECIALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: LA Specialty Properties LLC, LLC
        9000 Sunset Boulevard, Suite 510
        Los Angeles, CA 90069

Bankruptcy Case No.: 07-10566

Chapter 11 Petition Date: January 24, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtors' Counsel: Melvin Teitelbaum, Esq.
                  5850 Third Street, #338
                  Los Angeles, CA 90036
                  Tel: (323) 933-8100

Total Assets: $8,000,001

Total Debts:  $7,152,996

The Debtor does not have any unsecured creditors that are not
insiders.


LBUBS: Fitch Affirms Rating on $5 Mil. Class N Certificates at BB-
------------------------------------------------------------------
Fitch Ratings affirms LBUBS's commercial mortgage pass-through
certificates, series 2004-C6:

   -- $59.8 million class A-1 at 'AAA';
   -- $186.1 million class A-1A at 'AAA';
   -- $222 million class A-2 at 'AAA';
   -- $109 million class A-3 at 'AAA';
   -- $60 million class A-4 at 'AAA';
   -- $54 million class A-5 at 'AAA';
   -- $470.1 million class A-6 at 'AAA';
   -- Interest-only class X-CL at 'AAA';
   -- Interest-only class X-CP at 'AAA';
   -- $13.5 million class B at 'AA+';
   -- $23.6 million class C at 'AA';
   -- $15.1 million class D at 'AA-';
   -- $13.5 million class E at 'A+';
   -- $15.1 million class F at 'A';
   -- $11.8 million class G at 'A-';
   -- $11.8 million class H at 'BBB+';
   -- $8.4 million class J at 'BBB';
   -- $16.8 million class K at 'BBB-';
   -- $1.7 million class L at 'BB+';
   -- $6.7 million class M at 'BB';
   -- $5.0 million class N at 'BB-'.

Fitch does not rate the $3.4 million class P certificate,
$1.7 million class Q certificate, $1.7 million class S certificate
and $15.1 million class T certificate.

The rating affirmations reflect the stable performance and minimal
paydown to date.  As of the January 2007 distribution date, the
pool's collateral balance has paid down 1.5% to $1.32 billion from
$1.34 billion at issuance.  Five loans have defeased since the
last rating action.

There are two loans in special servicing.  The largest specially
serviced asset is a hotel located in Lyndhurst, New Jersey that
was assumed without the Lender's consent.  The special servicer is
working with the new borrower to cure the default.

The second specially serviced asset is a hotel located in
Southampton, New York. The asset is currently 30 days delinquent
and the special servicer has approved a stabilization plan that
will bring the loan current.

An additional loan is 30 days delinquent and collateralized by a
51,118 square foot office building in Boynton Beach, Florida.

Fitch maintains investment-grade credit assessments on seven loans
in the trust:

   -- Northshore Mall
   -- Westfield North Bridge
   -- Two Penn Plaza
   -- 2000 Pennsylvania Avenue
   -- Pacific Beach Hotel
   -- GWU Hotel Portfolio
   -- 1030-1048 Third Avenue

The collateral for the Northshore Mall consists of 808,360 square
feet in a 1.7 million sq. ft., anchored retail center located in
Peabody, Massachusetts, which was built in 1958 and renovated in
1977 and 1993.  Third quarter 2006 occupancy was 95%.

The Westfield North Bridge loan is a 682,418 sq. ft. regional mall
in Chicago, Illinois, which was built in 2000.  The whole loan is
split into three, pari-passu A-notes; the A-1 and A-2 notes of
this loan have been contributed to this transaction.  Second
quarter 2006 occupancy was 95%.

Two Penn Plaza is secured by a 1.5 million sq. ft., class A office
property in New York, New York, which was built in 1968 and
renovated in 1991.  The whole loan has an A-B note structure, both
of which are further split into two pari-passu notes; the A-2 note
was contributed to this transaction.  Second quarter 2006
occupancy was 94.5% 2000 Pennsylvania Avenue is a 362,488 sq. ft.  
office building located in the Foggy Bottom neighborhood of
Washington, DC. Second quarter 2006 occupancy was 92%.

Pacific Beach Hotel is secured by an 837-room full-service,
beachfront hotel with a 29,223 sq. ft. indoor shopping mall
located in Honolulu, Hawaii.  Third quarter 2006 occupancy was
85%.

The collateral for the George Washington University Hotel
Portfolio consists of two, cross-collateralized and cross-
defaulted, full-service hotels, located in Washington, DC: the
151-room One Washington Circle Hotel and the 95-room George
Washington University Inn.

1030-1048 Third Avenue, 163-165 East 61st Street, 160-162 East
162nd Street is a mixed-use property, comprised of 8,636 sq. ft.
ground floor retail portion of the Trump Plaza Apartments, two
adjacent residential buildings and a 128-space garage.  The
property is situated in prime retail space on Third Avenue in the
Upper East Side of New York City.


LEHMAN XS: Moody's Assigns B2 Ratings on Class A-4 Notes
--------------------------------------------------------
Moody's Investors Service has assigned the ratings of A3 to the
Class A-1 notes, Baa3 to the Class A-2 notes, Ba3 to the
Class A-3 notes, and B2 to the Class A-4 notes issued by Lehman XS
NIM Company 2006-GPM8.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of residential Alt-A,
adjustable-rate, negative amortization mortgage loans: GreenPoint
Mortgage Funding Trust Mortgage Pass-Through Certificates, Series
2006-AR8.

The cash flows available to repay the notes are significantly
impacted by the rate of loan prepayments and the timing and amount
of loan losses on the underlying transaction's mortgage pool.  
Moody's examined various combinations of loss and prepayment
scenarios to evaluate the cash flows to the rated notes.

These are the rating actions:

   * Lehman XS NIM Company 2006-GPM8

   * Lehman XS Net Interest Margin Notes Series 2006-GPM8

      -- Class A-1, Assigned A3
      -- Class A-2, Assigned Baa3
      -- Class A-3, Assigned Ba3
      -- Class A-4, Assigned B2

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


LIBERTY TAX: December 15 Balance Sheet Upside-Down by $28.6 Mil.
----------------------------------------------------------------
Liberty Tax Credit Plus LP reported $1.4 million of net income on
$3.1 million of total revenues for the third quarter ended
Dec. 15, 2006, compared with $4.5 million of net income on
$3.2 million of total revenues for the same period in 2005.

Rental income decreased approximately 4% for the three months
ended Dec. 15, 2006, primarily due to increases in vacancies at
three local partnerships partially offset by rental rate increases
and decreases in vacancies at two other local partnerships.

Total expenses, excluding general and administrative-related  
parties, operating and repairs and maintenance, remained fairly
consistent with a decrease of less than 1% for the three months
ended Dec. 15, 2006, as compared to the same period in 2005.

General and administrative-related parties expenses decreased  
approximately $199,000 primarily due to a decrease in partnership
management fees and expense reimbursement charges at the
Partnership level resulting from the sales of properties.

Operating and other expenses decreased approximately $92,000.

Repair and maintenance expenses increased approximately $362,000.

Income from discontinued operations was $2.7 million for the
quarter ended Dec. 15, 2006, compared with $5.7 million for the
same period in 2005.

At Dec. 15, 2006, the company's balance sheet showed $53 million
in total assets, $82.2 million in total liabilities and negative
$577,205 in minority interests, resulting in a $28.6 million total
partners' deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 15, 2006, are available for
free at http://researcharchives.com/t/s?1905

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP, in New
York, raised substantial doubt about Liberty Tax Credit Plus
LP's ability to continue as a going concern after auditing the
Partnership's consolidated financial statements for the year ended
March 15, 2006.  The auditing firm pointed to the losses,
contingencies and uncertainties of the Partnership's three
subsidiary partnerships.

                         About Liberty Tax

Liberty Tax Credit Plus L.P. (Other OTC: XXLTC.PK) is a limited
partnership that invests in other limited partnerships, each of
which owns one or more leveraged low- and moderate-income
multifamily residential complexes that are eligible for the low-
income housing tax credit enacted in the Tax Reform Act of 1986,
and to a lesser extent, in local partnerships owning properties
that are eligible for the historic rehabilitation tax credit.  As
of Dec. 15, 2006, the Partnership has disposed of 21 of its 31
original properties.


LIFECARE HOLDINGS: Moody's Junks Rating on $150 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of LifeCare Holdings, Inc. to B3 from B2 and changed the ratings
outlook to negative from stable.

Moody's also lowered the rating of the company's senior secured
credit facilities to B1 from Ba3 and its senior subordinated notes
to Caa2 from Caa1.  Concurrently, Moody's downgraded LifeCare's
Speculative Grade Liquidity Rating to SGL-4 from
SGL-2.

The downgrade of the Corporate Family Rating to B3 reflects the
deterioration of LifeCare's operating performance and credit
metrics during 2006 resulting from a combination of the loss of
business in the New Orleans market following the effects of
Hurricane Katrina and significant cuts in Medicare reimbursement.
While the company has ample financial flexibility, LifeCare has
not been able to offset the detrimental effects of the
aforementioned negative developments.  This has led to less
elasticity with the covenants in the senior secured credit
facility.  

The ratings also reflect Moody's expectation of continued
regulatory scrutiny of Medicare reimbursement to long-term acute
care hospitals resulting in reduced financial flexibility given
the company's considerable amount of debt.

The negative outlook reflects the expectation of continued
pressure on the operations of the company resulting from decreased
reimbursement and the significant amount of financial leverage.

Additionally, Moody's sees very little opportunity for LifeCare to
repay debt over the near term as Moody's expects the company to
use cash flow and available cash to address the transition of new
Medicare admission requirements.  The outlook also reflects the
expectation of continued focus on LTACH reimbursement by Centers
for Medicare and Medicaid Services, which could result in further
reductions of Medicare payment rates or further restrictions on
patient admission criteria, thereby affecting volume.

The downgrade of LifeCare's Speculative Grade Liquidity Rating to
SGL-4 from SGL-2 reflects Moody's expectation that LifeCare will
have inadequate liquidity through the next four quarters ended
Dec. 31, 2007.  The SGL-4 rating reflects Moody's expectation for
continued deterioration of operating performance and cash flows
resulting primarily from the loss of three hospitals in New
Orleans and reduced Medicare reimbursement for LTACH services.
Moody's believes that the company will generate modestly positive
cash flow from operations in the twelve months ending
Dec. 31, 2007.

However, higher than average levels of capital expenditures
associated with the development and transition of the company's
HIH facilities affected by the phase-in of Medicare's admission-
criteria should result in negative free cash flow.  Due to the
deteriorating levels of EBITDA, Moody's believes that LifeCare may
be in danger of violating its financial covenants as set forth
under the terms of the credit agreement.

Moody's expects that in the near-term the company may need to
renegotiate the financial covenants with the lending banks in
order to obtain covenant relief.

These are the rating actions:

   -- $75 million senior secured revolving credit facility due
       2011, to B1, LGD3, 30% from Ba3, LGD3, 31%

   -- $255 million senior secured Term Loan B due 2012, to B1,
      LGD3, 30% from Ba3, LGD3, 31%

   -- $150 million 9.25% senior subordinated notes due 2013, to
      Caa2, LGD5, 84% from Caa1, LGD5, 85%

   -- Corporate Family Rating, to B3 from B2

   -- Probability of Default Rating, to B3 from B2

   -- Speculative Grade Liquidity Rating, to SGL-4 from SGL-2

Ratings Outlook, to Negative from Stable

Headquartered in Plano, Texas, LifeCare operated 19 long-term
acute care hospitals in nine states with a total of 894 licensed
beds as of Sept. 30, 2006.  The company's facilities included
13 HIH facilities and six free-standing facilities.  For the
twelve months ended Sept. 30, 2006, the company recognized revenue
of approximately $328 million.


MAVERICK MATERIALS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Maverick Materials, LLC
        504 North Hansbarger Street
        Fort Worth, TX 76140

Bankruptcy Case No.: 07-40275

Chapter 11 Petition Date: January 26, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: R. Lee Barrett, Esq.
                  Forshey & Prostok
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


MERRILL LYNCH: Fitch Holds Low-B Ratings on 7 Class Certificates
----------------------------------------------------------------
Fitch Ratings takes these rating actions on Merrill Lynch Credit
Corporation mortgage pass-through certificates:

Series 2003-D

   --Class A affirmed at 'AAA';
   --Class B-1 affirmed at 'AAA';
   --Class B-2 affirmed at 'AA';
   --Class B-3 affirmed at 'A';
   --Class B-4 affirmed at 'BBB';
   --Class B-5 affirmed at 'BB';

Series 2003-E

   --Class A affirmed at 'AAA';
   --Class B-1 affirmed at 'AAA';
   --Class B-2 affirmed at 'AA';
   --Class B-3 affirmed at 'A';
   --Class B-4 affirmed at 'BBB';
   --Class B-5 affirmed at 'BB';

Series 2003-F

   --Class A affirmed at 'AAA';
   --Class B-1 affirmed at 'AAA';
   --Class B-2 affirmed at 'AA';
   --Class B-3 affirmed at 'A';
   --Class B-4 affirmed at 'BBB';
   --Class B-5 affirmed at 'BB';

Series 2004-1

   --Class A affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'BBB';
   --Class B-1 affirmed at 'BB';
   --Class B-2 affirmed at 'B';

Series 2004-A1

   --Class A affirmed at 'AAA';

Series 2004-A3

   --Class A affirmed at 'AAA';

Series 2004-A4

   --Class A affirmed at 'AAA';

Series 2004-D

   --Class A affirmed at 'AAA';
   --Class B-1 upgraded to 'AA+' from 'AA';
   --Class B-2 upgraded to 'AA-' from 'A+';
   --Class B-3 upgraded to 'A-' from 'BBB+';
   --Class B-4 upgraded to 'BBB-' from 'BB+';
   --Class B-5 upgraded to 'BB-' from 'B+';

Series 2005-A7

   --Class A affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class M-3 affirmed at 'BBB';
   --Class B-1 affirmed at 'BB';
   --Class B-2 affirmed at 'B'; and,

Series 2005-A9

   --Class A affirmed at 'AAA'.

The collateral in the aforementioned transactions consists of
adjustable-rate mortgages extended to prime borrowers secured by
first liens on primarily one- to four-family residential
properties.  As of the December 2006 distribution date, the
transactions are seasoned from a range of 12 to 41 months and the
pool factors range from approximately 26% to 91%.

At issuance, approximately 40.79%, 31.61% and 27.56% of the
mortgage loans for series 2004-A1 were originated or acquired in
accordance with the underwriting guidelines of Countrywide Home
Loans, Inc., National City Mortgage Co., and Merrill Lynch Credit
Corporation, respectively, while series 2004-A3 mortgage loans
were originated or acquired in accordance with the underwriting
guidelines of Countrywide and series 2004-A4 mortgage loans were
originated by Washington Mutual Bank, FA in accordance with the
Washington Mutual underwriting guidelines.  Washington Mutual
Bank, FA, which is rated 'RPS2+' by Fitch, is also the servicer
for all of these loans.  All of the other mortgage loans were
either originated by Merrill Lynch Credit Corporation pursuant to
a private label relationship with Cendant Mortgage Corporation or
acquired by MLCC in the course of its correspondent lending
activities and underwritten in accordance with MLCC underwriting
guidelines as in effect at the time of origination.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $3.612 billion of outstanding certificates.  The
upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $21.5 million of
certificates.  The CE levels for all upgraded classes have doubled
their original enhancement levels since the closing date.


MIRANT CORP: Mirant Lovett Wants More Time to File Plan
-------------------------------------------------------
Mirant Lovett LLC asks the Hon. Barbara J. Houser of the U.S.
Bankruptcy Court for the Northern District of Texas to further
extend its exclusive periods to:

     (i) adopt Mirant Corporation's Plan of Reorganization or to
         file its own plan until May 16, 2007; and

    (ii) solicit acceptances of its plan or plans until July 16,
         2007.

According to Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in
Fort Worth, Texas, Mirant New York, Inc., Mirant NY-Gen, LLC,
Mirant Bowline, LLC, and Hudson Valley Gas Corporation anticipate
meeting the February 15, 2007 Plan-filing Deadline.

Mirant Lovett, LLC, however, needs more time to file a plan, Mr.
Prostok tells the Court.

In July 1999, Mirant Lovett, LLC, purchased three power
productions units -- Unit 3, Unit 4, and Unit 5 -- from Orange
and Rockland Utilities, Inc.

In October 2006, the Bankruptcy Court entered an order
authorizing Mirant Lovett and Mirant New York, under certain
conditions, to discontinue operations at the Lovett Facility.

Subsequently, Mirant New York and Mirant Lovett entered into
discussions with the state of New York concerning, among other
things, Mirant Lovett's options by which to reduce the maximum
emissions of sulfur dioxide and nitrogen oxide to either:

    (a) discontinue the operations of the Lovett Facility Unit 5
        by April 30, 2007, and Lovett Unit 4 by April 30, 2008;
        or

    (b) invest in the technology required to reduce the emissions
        so that the various units at the Lovett Facility are in
        compliance with the 2003 Consent Decree Mirant Lovett
        entered into with the New York Attorney General's office
        and the New York State Department of Environmental
        Conservation, resolving certain alleged violations of the
        "new source view" provisions of the Clean Air Act, and
        certain "repair or replacement" actions taken by Orange
        and Rockland while it owned the Lovett Facility.

The 2003 Consent Decree and the October 2006 Order provide Mirant
New York and Mirant Lovett with the flexibility to make
alternative decisions in connection with the contained operation
of Units 3, 4 and 5 at the Lovett Facility.

Currently, Mr. Prostok says, Mirant Lovett is continuing to
explore options that would allow Unit 5 to remain in operation
past April 30, 2007.  Until the likelihood of continued operation
has been resolved, Mirant Lovett has difficulty finalizing a plan
of reorganization.  Mirant Lovett does not anticipate that the
issue of continued operation of Unit 5 will be resolved by
February 15, 2007 Plan-filing Deadline, Mr. Prostok explains.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces  
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant
NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New
York, Inc., and Hudson Valley Gas Corporation, were not included
and have yet to submit their plans of reorganization.  (Mirant
Bankruptcy News, Issue No. 112; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MOSAIC COMPANY: Potential Earnings Loss Cues Fitch's Neg. Watch
---------------------------------------------------------------
Fitch Ratings has placed the ratings of The Mosaic Company and its
issuing subsidiaries on Rating Watch Negative.

The Mosaic Company

   -- IDR 'BB-';
   -- Senior secured revolver rating 'BB+';
   -- Senior secured term loan rating 'BB+';
   -- Senior unsecured notes rating 'BB'.

Mosaic Global Holdings

   -- IDR 'BB-';
   -- Senior unsecured notes'BB';
   -- Senior unsecured notes and debentures rating 'BB-';

Phosphate Acquisition Partnership LP

   -- IDR 'BB-';
   -- Senior secured note rating 'BB-'.

Mosaic Colonsay ULC

   -- IDR 'BB-';
   -- Senior secured term loan rating 'BB+'.

Mosaic reported a new brine inflow at its Esterhazy, Saskatchewan
potash mine this morning which could jeopardize long-term earnings
and cash flow.  Brine is flowing into a mined-out area at
Esterhazy at a rate of 20,000 to 25,000 gallons per minute.
Although Mosaic has been managing brine inflow at Esterhazy since
1985, the current rate of inflow is more substantial than before.

The Negative Rating Watch is driven by the potential loss of long-
term earnings from Esterhazy if brine inflow mitigation efforts
fail.  Abandonment of Esterhazy would have a permanent long-term
impact on Mosaic's future earnings and cash flow. Earnings from
Esterhazy potash are a significant portion of potash segment
earnings.  Moreover, Mosaic's potash business has been an
important and steady source of income for the company as it
struggles to improve its phosphates segment profitability and
overall company cash flow.

The near-term impact from the flooding is the likely decline in
free cash flow available for debt reduction.  Mitigation efforts
are expected to cost the company $20 million to $40 million in
expense, plus some additional capital investment.  This unexpected
cash use comes at a time when Mosaic is working to improve cash
flow and remains highly levered.  No insurance receivable is
expected to offset expenses related to the mitigation efforts.

Mosaic may have to pursue other options if current mitigation
efforts fail to stem or eliminate the new brine inflow.  Options
include continuing with pumping, grouting, and other measures;
conversion to a solution mine; or in the extreme case, abandoning
the mine.  Abandonment or conversion to a solution mine would
affect not only Mosaic, but also Potash Corporation of
Saskatchewan which receives a portion of potash mined from its
reserves at Esterhazy.

Negative Rating Watch will likely remain in place until resolution
to the new brine inflow is better understood.

The Mosaic Company is one of the largest global suppliers of
phosphate and potash fertilizers.  Mosaic earned approximately
$655.9 million in EBITDA on $5.2 billion in revenue LTM
Aug. 31, 2006; the company had $2.6 billion in debt at that time.


MS 1997-XL1: Fitch Holds Junk Ratings on Class G & H Certificates
-----------------------------------------------------------------
Fitch upgrades one class of MS 1997-XL1 as:

   --$41.5 million class F 2  ?aded to 'AA' from 'BBB-'.

In addition, Fitch affirms the remaining classes as:

   --$102.2 million class A-3 at 'AAA';
   --$22.6 million class B at 'AAA';
   --$22.6 million class C at 'AAA';
   --$45.3 million class D at 'AAA';
   --$45.3 million class E at 'AAA', and
   --Interest Only class X at 'AAA'.

The $26.4 million class G remains at 'CCC/DR2', the
$406.1 thousand class H remains at 'C/DR6.  The A-1 and A-2
classes have been paid in full.

The upgrade is due to the reduction in the collateral balance as a
result of the disposition of the Westshore Mall property that was
previously real estate owned.  The disposition resulted in a loss
to the transaction of approximately $8.3 million.  The balance of
the transaction has been reduced by 59.4% since issuance to
$306.4 million from $754.5 million.  Two loans representing 66.2%
of the remaining collateral have defeased.  All of the loans in
the transaction have expected repayment dates in 2007.

The non-defeased collateral now consists of two loans, The Fashion
Mall in Indianapolis and The Intercontinental Hotel in Dallas,
Texas.

Based on annualized September 2006 financial information provided
by the servicer, the Fitch year end 2006 stressed debt service
coverage ratio on the Fashion Mall was 3x, with net cash flow up
55.9% since issuance.  The Mall was 97.5% occupied as of that
date, as compared to 87.5% at issuance.  This loan still maintains
its investment grade credit assessment.

The Intercontinental Hotel, while still performing below
expectations at issuance, has continued to show improved
performance year over year for the past four years.  Fitch
stressed NCF for YE2006, based on annualized servicer provided
financial information through September 2006, was 44.7% above
YE2005 NCF.  Fitch anticipates the hotel will continue to improve,
but the loan continues to be considered below investment grade.  
Based on the annualized Fitch stressed NCF, the DSCR for the
property at YE 2006 was 1.27x as compared to 1.65x at issuance.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


NASDAQ STOCK: Offer Price Hinders Takeover Talks with LSE
---------------------------------------------------------
Negotiations between London Stock Exchange PLC and Nasdaq Stock
Market Inc. over price of the U.S. exchange's offer for the LSE
appear unlikely as each side waits for the other to move first
ahead of a looming deadline in the takeover battle, The Wall
Street Journal reports.

According to the Journal, Nasdaq has been pursuing the operator of
Europe's largest stock exchange by market value for almost a year.
LSE has resisted, indicating it could do some kind of a deal if
the price is right but that Nasdaq's offer of $24.45, for each LSE
share isn't worth discussing.  Nasdaq says it isn't budging from
an offer it views as "full and fair."  Nasdaq Chief Executive Bob
Greifeld told reporters last week that he isn't expecting
negotiations.

The Journal relates that under British takeover laws, Nasdaq can
increase its offer only if the LSE's board recommends a higher
price or if a rival bidder appears.  Analysts told WSJ that a
rival bidder's sudden appearance is only a distant possibility.  
Nasdaq, meanwhile, has moved the deadline forward to midnight
Saturday for a negotiated price.  After that, WSJ says, its offer
as it stands is likely to boil down to how many LSE shareholders
tender their shares to Nasdaq.

Nasdaq owns a 29% stake in the London exchange.

Nasdaq's offer expires next month.  If its offer expires without
Nasdaq getting majority control, "Nasdaq's options are to hold on
and be a passive investor, become an activist shareholder or sell
their shares in the open market," Rick Wetmore, an analyst at
Turner Investment Partners, said in the report.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                          *     *     *

In December 2006, Standard & Poor's Rating Services lowered its
long-term counterparty credit rating on The Nasdaq Stock Market
Inc. to 'BB' from 'BB+'.  The 'BB+' rating on Nasdaq's existing
bank loan facility, which financed the initial 29% stake in the
London Stock Exchange, is affirmed, while the Recovery Rating is
revised to '1' from '2'.  The ratings were removed from
CreditWatch Negative where they were placed on Nov. 20, 2006.
S&P said the outlook is stable.

At the same time, Standard & Poor's has assigned its 'BB+' bank
loan rating to $750 million senior secured Term Loan B, $2 billion
senior secured Term Loan C, and $75 million revolver issued by
Nasdaq, as well as the $500 million senior secured Term Loan C
issued by Nightingale Acquisition Ltd., a U.K.-based subsidiary of
Nasdaq.

The rating agency has assigned a Recovery Rating of '1', which
indicates full recovery of principal in the event of default.

In addition, Standard & Poor's has assigned its 'B+' rating to
$1.75 billion senior unsecured bridge loan issued by Nasdaq and
NAL.

Moody's Investors Service assigned in April 2006 ratings to
three bank facilities of The Nasdaq Stock Market Inc.: a
$750 million Senior Secured Term Loan B, a $1.1 billion Secured
Term Loan C, and a $75 million Senior Secured Revolving Credit
Facility.  Moody's said each facility is rated Ba3 with a negative
outlook.


NEWCASTLE CDO: Fitch Holds Rating on $16 Mil. Class V Notes at BB
-----------------------------------------------------------------
Fitch affirms seven classes of notes issued by Newcastle CDO VII
Limited:

  -- $336,000,000 class I-A floating-rate notes at 'AAA';
  -- $21,800,000 class I-B floating-rate notes at 'AAA';
  -- $53,000,000 class II floating-rate notes at 'AA';
  -- $26,000,000 class III floating-rate deferrable notes at 'A';
  -- $20,000,000 class IV-FL deferrable notes at 'BBB';
  -- $6,000,000 class IV-FX deferrable notes at 'BBB'; and
  -- $16,000,000 class V fixed-rate notes at 'BB'.

Newcastle CDO VII Limited is a managed collateralized debt
obligation that closed on Dec. 20, 2005.  Newcastle Investment
Corp. selected the initial collateral and serves as the collateral
administrator.  NCT is currently rated 'CAM1' as a commercial real
estate CDO asset manager by Fitch.  Newcastle CDO VII has a
portfolio composed of approximately 68.2% commercial mortgage-
backed securities, 16.2% real estate investment trust debt, and
15.6% residential mortgage backed securities.

The affirmations are due to the stable performance of the
transaction.  The weighted average rating factor has improved
slightly but remains 'BBB/BBB-'.  The weighted average life
decreased to 7.3 years from 8.3 years.  All overcollateralization
(OC) and interest collateralization tests have remained stable
since issuance.  There are no defaulted assets in the portfolio.

The ratings of the class I-A, I-B, and II notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class III, IV-FL, IV-FX and V notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


NEWPARK RESOURCES: SEC Filing Prompts Moody's Stable Outlook
------------------------------------------------------------
Moody's Investors Service affirmed Newpark Resources, Inc.'s
ratings and changed the rating outlook to stable from negative.

The outlook change follows the company's filing of its restated
financial statements with the SEC and becoming current on its
quarterly financial statement filings.

Moody's had maintained a negative outlook on Newpark's ratings due
to the concern that the time to complete the financial
restatements could be considerable and the possibility that
additional issues and concerns would be identified during the
process.

Newpark restated its financial statements for the last five fiscal
years, as well as for the fiscal quarters within 2004 and 2005,
due to accounting irregularities related to transactions at
Soloco, Inc., one of the company's subsidiaries in its mat and
integrated services segment, and improper stock option granting
practices.

Moody's downgrade of Newpark's Corporate Family Rating to B1 from
Ba3 in July 2006 largely reflected its concern that the
restatements stemmed from weak corporate governance and internal
controls.  Moody's notes that Newpark has taken a number of steps
to address these governance and internal control failures;
however, it is too early to determine the effect of the internal
control improvements implemented to date.  Moody's also recognizes
that the financial impact of the restatements was modest and that
no other matters surfaced during the restatement process.

The stable rating outlook reflects Moody's expectation that
management will grow the company at a measured pace, with capital
spending maintained within cash flow, and that market conditions
for oilfield services will be supportive over the near-term,
albeit weaker than the past two years.  Newpark's profitability
levels and returns have remained lower than certain key peers
during up cycle conditions and its financial leverage exceeds the
average of its B1-rated peers.  In order for Newpark to strengthen
within the B1 rating, the company will need to improve its
operating and financial performance through continued focus on
cost control and alleviating material weaknesses in internal
controls and reduce its financial leverage prior to a cyclical
downturn.

While a ratings upgrade is unlikely in the near-term, Newpark's
ability to demonstrate strong operating performance, fund growth
conservatively, reduce financial leverage, and successfully
remediate material weaknesses in internal controls could be
positive for the rating outlook.

On the other hand, Newpark's ratings could come under pressure if
the company is unable to sufficiently reduce debt prior to a
severe contraction in market demand or is unable to maintain
sufficient liquidity in down cycle conditions.  The ratings could
also be pressured if the company faces material fines or legal
liabilities.

Newpark's B1 Corporate Family Rating reflects:

   -- the company's relatively small scale;

   -- the inherent volatility of the oilfield services sector and
      the sensitivity of the company's drilling fluids business
      to the level of drilling activity;

   -- its continued, albeit improving, geographic concentration
      in the mature US Gulf Coast market;

   -- the highly competitive nature of the oilfield service
      industry;

   -- the challenges management faces to in order to improve both
      its profitability and its governance and internal control
      environment; and,

   -- the risk of changes in the oilfield waste regulatory
      environment and potential environmental liability exposure.

The B1 rating is supported by:

   -- the company's product diversification across drilling
      fluids, mat sales and rentals, and E&P waste treatment;

   -- its sound and growing market position in drilling fluids;

   -- the company's relatively low maintenance capital needs;
      and,

   -- the company's substantial knowledge and operating
      experience in the oilfield waste disposal business.

Moody's affirmed these ratings of Newpark with a stable outlook:

   -- B1 Corporate Family Rating;
   -- B1 Probability of Default Rating; and,
   -- B2 LGD4, 58% rated senior secured term.

Newpark Resources, Inc. is headquartered in Metarie, Louisiana.


NICHOLAS-APPLEGATE: Moody's Junks Rating on $10 Mil. Class D Notes
------------------------------------------------------------------
Moody's Investors Service downgraded three classes of notes issued
by Nicholas-Applegate CBO II, a collateralized debt obligation
issuer:

   (1) The $32,400,000 Class B Floating Rate Notes Due 2013

      -- Prior Rating: A3 and on watch for possible downgrade
      -- Current Rating: Baa2

   (2) The $13,750,000 Class C Floating Rate Notes Due 2013

      -- Prior Rating: Baa3 and on watch for possible downgrade
      -- Current Rating: B1

   (3) The $10,000,000 Class D Floating Rate Notes Due 2013

      -- Prior Rating: B1 and on watch for possible downgrade
      -- Current Rating: Caa2

Moody's noted that the rating action reflects a deterioration in
the credit quality of the transaction's underlying collateral,
consisting of corporate bonds.  The transaction has a Weighted
Average Rating Factor of 2968, which is failing the covenanted
level of 2720.  It is also failing the Weighted Average Coupon
Test and the Class D Interest Coverage Test.  In addition, 14.6%
of the portfolio's collateral is rated Caa1 or below, which
exceeds the permitted maximum of 5%.


NORTEL NETWORKS: Ontario Court Approves $2.5 Billion Settlement
---------------------------------------------------------------
The Honorable Warren K. Winkler of the Ontario Superior Court of
Justice approved an estimated settlement of $2.5 billion
that resolves seven lawsuits in the United States, Ontario,
Quebec and British Columbia, as to whether Nortel Networks Corp.
misled investors during two separate class periods.

The decision follows the approval of the settlement in the two
U.S. class actions on Dec. 26, 2006 by the Honorable Richard
Berman and Loretta Preska of the U.S. District Court of the
Southern District of New York, and moves the settlement one step
closer to final approval.

The Honorable Harvey M. Groberman of the Supreme Court of British
Columbia also approved the settlement on behalf of British
Columbia shareholders for the Nortel I class action.  The
settlement still requires approval by the Quebec Superior Court.

Under the settlement, Nortel has agreed to pay $575 million in
cash and issue common shares representing 14.5% of its current
equity, worth approximately $1.7 billion based on Nortel's current
share value.  The settlement also includes $228.5 million in
payments from Nortel's insurers.

Nortel further agreed to contribute one half of any recovery in
existing litigation by Nortel against former senior officers who
were terminated for cause in April 2004 and to implement certain
corporate governance enhancements and to consider others.

In approving the settlement, Judge Winkler concluded that the
settlement was "fair, reasonable and in the best interests of the
class (of Nortel investors)" and provides "the maximum available
amount for satisfaction of the claims in total, short of trial".

Joel Rochon, Esq., co-lead counsel for the Ontario national class,
said, "This settlement represents the largest securities class
action settlement in Canadian history and will provide a measure
of protection for Canadian shareholders in the future."  He added,
"We look forward to the rulings by the Quebec Superior Court and
to an efficient and timely distribution of cash and
shares to all class members thereafter".

Peter Jervis, Esq. and George Glezos, Esq., co-counsel in the
Ontario class action, commented, "This decision confirms that
Ontario courts will protect both the investing public and the
integrity of the Canadian capital markets in Canadian securities
class actions."

Shareholders who purchased Nortel securities during the relevant
time periods in Canada outside of Quebec (and in the case of
Nortel I, British Columbia) are represented by the Toronto law
firms of Rochon Genova LLP and Lerners LLP.

                     About Nortel Networks

Based in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized   
leader in delivering communications capabilities that enhance
the human experience, ignite and power global commerce, and
secure and protect the world's most critical information.

Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges.  Nortel does business in more than 150
countries, including in Indonesia, Australia, China, Mexico,
Philippines, and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family
Rating for Nortel Networks Corp. to B2.

Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.


OCA INC: Court Confirms Plan of Reorganization
----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
has entered an order confirming OCA, Inc.'s Plan of
Reorganization.

The Court ruled that OCA had met all of the statutory requirements
to confirm its Plan.  OCA will complete its restructuring and exit
bankruptcy today.

"Thanks to the support and loyalty of our affiliated
orthodontists, our employees, our vendor community and our
lenders, a new OCA is emerging from this restructuring process
with a stable platform of affiliated orthodontists and a sound
balance sheet," Michael F. Gries, OCA's Chief Restructuring
Officer and Interim Chief Executive Officer, said.  "The new OCA
is well positioned to provide improved services to its clients and
to expand its network of affiliated practices."

A spokesperson for Silver Point Capital, the new owner of OCA,
commented, "OCA provides valuable services that enable
orthodontists to focus on their patients and expand their
practices.  We are pleased to have supported OCA in expeditiously
navigating a difficult period.  OCA's strong relationships with
outstanding orthodontists, coupled with an excellent management
team, are among the reasons that we look forward to continuing to
actively support OCA's efforts to improve and grow."

The action represents a major milestone in OCA's restructuring.  
As part of the confirmation process, the Court approved OCA's form
of new Support Services Agreement that has already been signed by
many of its affiliated orthodontists.

                        Terms of the Plan

Under the terms of the Plan, the amount of outstanding senior
secured indebtedness held by OCA's Senior Lenders will be reduced
from approximately $93 million to a $50 million secured term loan.  
In addition, the Senior Lenders will provide an initial Working
Capital Facility of $25 million to OCA, thus ensuring that OCA has
additional capital to fund its ongoing operations and business.  
The Senior Lenders will also receive under the Plan all of the
equity of reorganized OCA.  The company's unsecured creditors will
receive, under the Plan, a cash payment of $3 million and will be
eligible to receive additional deferred cash payments up to the
full amount of their allowed claims after certain conditions have
been satisfied.

                         About OCA Inc.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/  
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three debtor-affiliates also filed for bankruptcy
protection on June 1, 2006 (Bankr. E.D. La. Case No. 06-10503).
William H. Patrick, III, Esq., at Heller Draper Hayden Patrick &
Horn, LLC, represents the Debtors.  Patrick S. Garrity, Esq., and
William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC
represent the Official Committee of Unsecured Creditors.  Carmen
H. Lonstein, Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham,
Esq., at Adams and Reese LLP represent the Official Committee of
Equity Security Holders.  When the Debtors filed for protection
from their creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


OPIMIAN GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Opimian Group, Inc.
             2937 Beach Boulevard
             Gulfport, FL 33707

Bankruptcy Case No.: 07-00458

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Maison Bordeaux, Inc.                      07-00459

Type of Business: The Debtors' president, Robert S. Chapman, filed
                  for chapter 11 protection on Aug. 8, 2006
                  (Bankr. M.D. Fla. Case No. 06-04044).

Chapter 11 Petition Date: January 20, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtors' Counsel: Bernard J. Morse, Esq.
                  Morse & Gomez PA
                  119 South Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  Fax: (813) 301-1001

                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
Opimian Group, Inc.        $1 Million to         $100,000 to
                           $100 Million          $1 Million

Maison Bordeaux, Inc.      $1 Million to         $100,000 to
                           $100 Million          $1 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


PAMELA STOCKFISH: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pamela L. Stockfish
        715 North Live Oak Avenue
        Glendora, CA 91741

Bankruptcy Case No.: 07-10414

Chapter 11 Petition Date: January 18, 2007

Court: Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Phillip Myer, Esq.
                  150 South Los Robles #910
                  Pasadena, CA 91101
                  Tel: (626) 793-1562

Total Assets: $1,339,547

Total Debts:  $8,244,820

Debtor's Four Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Community Hospital of         Lawsuit                 $8,000,000
Long Beach
c/o Epps & Yong
333 South Hope Street
35th Floor
Los Angeles, CA 90071

Chela Educational Funding,    Student loan                $7,500
Inc.
P.O. Box 25366
Tempe, AZ 85285

Chela Educational Funding,    Student loan                $5,680
Inc.
P.O. Box 25366
Tempe, AZ 85285

Judy McGehee                  Medical bill                  $640
1433 East Route 66, #E
Glendora, CA 91740


PROPEX INC: Inks Second Amendment to Credit Agreement
-----------------------------------------------------
Propex Inc. disclosed in a regulatory filing with the United
States Securities and Exchange Commission that on Jan. 26, 2007,
it entered into the Second Amendment to Credit Agreement and
Limited Waiver with the lenders, BNP Paribas, as Administrative
Agent, and the company's parent corporation and certain of its
subsidiaries, as Credit Support Parties.

The Second Amendment waives the company's compliance with the
financial covenants contained in the Credit Agreement for the
fourth quarter of 2006 and adjusts the financial covenants for the
following five quarters ending March 31, 2008.

As reported in the Troubled Company Reporter on Jan. 26, 2007, the
company determined that it was likely that, for the quarter
ended Dec. 31, 2006, it was not in compliance with one or more of
the financial covenants contained in the Credit Agreement, dated
as of Jan. 31, 2006, as amended, among the company, the lenders,
and BNP Paribas, as Administrative Agent.

The company notified the Administrative Agent under the Credit
Agreement of the probable non-compliance and has requested that
the Administrative Agent approach the lenders with a proposed
waiver of this possible event of default and a proposed amendment
to the financial covenants in the Credit Agreement for future
periods, which the Administrative Agent has agreed to do.

A full-text copy of the Second Amendment to Credit Agreement and
Limited Waiver dated as of January 26, 2007, is available for free
at http://ResearchArchives.com/t/s?1920

Propex Inc. -- http://www.propexinc.com/-- manufactures primary
and secondary carpet backing.  The company also manufactures and
markets woven and nonwoven polypropylene fabrics and fibers used
in geosynthetic and a variety of other industrial applications.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Moody's Investors Service changed the outlook on Propex Inc.'s
long term debt ratings to negative from stable.  Moody's affirmed
these ratings: the Ba3 LGD3, 30% rating on the senior secured
credit facilities consisting of a $50 million revolver due 2011,
and the original $260 million term loan due 2012; the Caa1, LGD5,
82% rating on the $150 million senior unsecured due 2012; the B2
Corporate Family Rating; and the B2 Probability of Default Rating.


QUIGLEY CO: Wants Pfizer DIP Financing Extended Until August 13
---------------------------------------------------------------
Quigley Company Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to extend its debtor-
in-possession financing agreement with Pfizer Inc. until Aug. 13,
2007, for the purpose of confirmation and consummation of its
proposed plan of reorganization.

The Court previously allowed the Debtor to borrow up to
$20,000,000 from Pfizer.  The obligation is secured by the
collateral granted by the Debtor to Pfizer.

The Debtor's authority to access the DIP Facility expires on
March 5, 2007.

The Debtor will use the additional fund pursuant to an annual
budget, a full-text copy of which is available for free at:

               http://researcharchives.com/t/s?1914

The Court will convene a hearing at 10:00 a.m. on Feb. 27, 2007,
to consider the Debtor's request.  Objections to the motion are
due by Feb. 23, 2007.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                 Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.  

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.


QUIGLEY CO: Asks Court to Move Removal of Actions Period to Aug. 1
------------------------------------------------------------------
Quigley Company Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to further extend the period
within which it may file notices of removal with respect to
civil actions pending as of Sept. 3, 2004, through and including
the earlier of:

   a) Aug. 1, 2007; and

   b) confirmation of the Debtor's plan of reorganization.

This is the Debtor's ninth request for extension of the period to
remove actions.

The Debtor tells the Court that the extension will allow it a
chance to make fully informed decisions concerning the removal of
prepetition civil actions and will assure that it does not forfeit
valuable rights afforded it under Section 1452 of the Bankruptcy
Code.  

The Debtor assures the Court that the rights of its adversaries in
the prepetition civil actions will not be prejudiced by the
extension, because any party to a removed prepetition civil action
may seek to have it remanded to a pertinent state court.

The Court will convene a hearing at 10:00 a.m. on Feb. 27, 2007,
to consider the Debtor's request.  Objections to the motion are
due by Feb. 23, 2007.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                 Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.  

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.


SCOTT WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Scott Ellis Williams, Jr.
        Angela Cynthia Williams
        1582 Sabina Way
        San Jose, CA 95118

Bankruptcy Case No.: 07-50199

Chapter 11 Petition Date: January 24, 2007

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtors' Counsel: Charles E. Logan, Esq.
                  Law Offices of Charles E. Logan
                  95 South Market Street #660
                  San Jose, CA 95113
                  Tel: (408) 995-0256

Total Assets: $767,280

Total Debts:  $1,869,558

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Solano Truck Center           Two promissory notes      $616,993
Superior Truck & Body         Expires 09/01/07 and
Mike Caraway                  09/01/11
4887 Eureka Road
Sonoma, CA 95476

SBA Loan/Wells Fargo          Promissory note           $418,569
P.O. Box 659700               Expires on 06/01/09
San Antonio, TX 78286

Eric Ramirez                  Personal nonbank           $50,000
1149 Roewill Drive, #1        loan for business
San Jose, CA 95117

Wells Fargo                                              $14,954

MNBA America                                             $10,276

Home Depot                                                $9,806

Employment Development Dept.                              $8,557

Beneficial                                                $7,156

State Board of Equalization                               $7,113

GC Services Limited                                       $7,003
Partnership

Internal Revenue Service                                  $6,579

Blue Shield of California     Past due on                 $5,616
                              premium of policies
                              for business

Home Depot                                                $4,909

NCO Financial System, Inc.                                $4,670

Mohler, Nixon and Williams    Legal services              $4,168

Best Buy Company                                          $3,733

Bragg Family Chiropractic                                 $3,500

Chevron Products Company                                  $3,462

Interstate Batteries                                      $3,165

LTD Financial Services                                    $3,150
Citibank


SCOTTISH RE: Rejects Brandes Investment's Proposal
--------------------------------------------------
Brandes Investment Partners, L.P., disclosed that on Jan. 19,
2007, it reviewed the terms of the investment proposed by Cerberus
Capital Management, L.P. and MassMutual Capital Partners, LLC to
Scottish Re Group Limited and agreed to by Scottish Re's Board of
Directors.

In light of objections to the Investment Transaction, on Jan. 11,
2006, Brandes, on behalf of its clients who own approximately
2.63% of Scottish Re shares, sent a letter to Scottish Re asking
its Board to consider an alternative shareholder-backed rights
offering

In response to the Proposal, on Jan. 18, 2007, Brandes received a
letter from Scottish Re indicating that the company did not
consider the Brandes' proposal to be superior to the Investment
Transaction and that it would not be pursuing the Proposal
further.

Brandes believes the objections set forth in the Rejection Letter
are without substance, and that Scottish Re has not identified
genuine impediments to the pursuit of a shareholder-backed rights
offering.

                         About Brandes

Brandes Investment Partners L.P. is a U.S. registered investment
advisor.  Located in San Diego, California, Brandes managed around
$117 billion on behalf of institutional and individual investors,
as of Dec. 31, 2006.

                        About Scottish Re

Scottish Re Group Ltd. -- http://www.scottishre.com/--  
provides reinsurance of life insurance, annuities and annuity-
type products through its operating companies in Bermuda,
Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and
Windsor, England.  At March 31, 2006, the reinsurer's balance
sheet showed $12.2 billion assets and $10.8 billion in
liabilities.

                        *    *    *

Moody's Investors Service continues to review the ratings of
Scottish Re Group Ltd. with direction uncertain following the
announcement by the company that it has entered into an
agreement to sell a majority stake to MassMutual Capital
Partners LLC, a member of the MassMutual Financial Group and
Cerberus Capital Management, L.P., a private investment firm.

Ratings under review include Scottish Re Group Ltd.'s senior
unsecured debt which is rated at Ba3 and preferred stock rated
at B2.

Standard & Poor's Ratings Services has also revised the
CreditWatch status of its ratings on Scottish Re Group Ltd.,
Scottish Re's operating companies, and dependent unwrapped
securitized deals to positive from negative.  Scottish Re has a
'CCC' counterparty credit rating, and Scottish Re's operating
companies have 'B+' counterparty credit and financial strength
ratings.  These ratings were placed on CreditWatch negative on
July 31, when Scottish Re announced poor second-quarter results
and that liquidity was tight.

Fitch Ratings added that Scottish Re Group Ltd.'s ratings remain
on Rating Watch Negative following the announcement that SCT has
entered into an agreement which will result in a new equity
investment into the company of $600 million.  SCT's ratings
were placed on Rating Watch Negative on July 31, due to concerns
regarding the company's ability to repay $115 million of senior
convertible notes that are expected to be put to the company on
Dec. 6.  Ratings on Rating Watch Negative include the company's BB
issuer default rating and the BB- rating on its 4.5% $115 million
senior convertiblenotes.

A.M. Best Co. has downgraded the Financial Strength Rating to B
from B+ and the issuer credit ratings to "bb+" from "bbb-" of
the primary operating insurance subsidiaries of Scottish Re
Group Ltd.  A.M. Best has also downgraded the ICR of
Scottish Re to "b" from "bb-" and all of Scottish Re's debt
ratings.  All ratings remain under review with negative
implications.


SIGNAL PROCESSING: Receives Nasdaq Common Stock Delisting Notice
----------------------------------------------------------------
Spectrum Signal Processing Inc. has received a January 23 notice
of a Nasdaq Staff Determination citing that the company is not in
compliance with Rule 4310(c)(4) of the Nasdaq Marketplace rules.
As a result, the company's common stock is subject to delisting
from the Nasdaq Capital Market effective Feb. 1, 2007 unless the
company appeals Staff's determination to a Nasdaq Listing
Qualifications Panel.

The company intends to file an appeal.

The company had been notified on July 26, 2006 that it was not in
compliance with the minimum $1.00 closing bid price requirement
set forth in Marketplace Rule 4310(c)(4) for continued Nasdaq
Capital Market listing.  In accordance with Marketplace Rule 4310
(c)(8)(D), the company was provided with 180 calendar days, or
until Jan. 22, 2007, to regain compliance with the Minimum Bid
Price Rule.  The company has not regained compliance with the
Minimum Bid Price rule and is not eligible for an additional 180-
day compliance period given that it does not meet the Nasdaq
Capital Market initial inclusion requirements set forth in
Marketplace Rule 4310(c).

The company intends to request an appeal hearing with a Nasdaq
Listing Qualifications Panel.  A hearing request will stay the
delisting of the company's common stock pending the Panel's
decision.  The hearing date will be determined by Nasdaq, however,
it is expected to occur within 45 calendar days from the date of
the company's request.

At the hearing, the company must provide Nasdaq with a plan to
regain compliance with Nasdaq's initial inclusion requirements or
Minimum Bid Price Rule.  If the company decides not to appeal the
Nasdaq Staff's delisting determination, or if the Panel denies the
appeal, the company's common stock will be delisted from the
Nasdaq Capital Market.

If the company's stock is delisted from the Nasdaq Capital Market,
the company believes that its common stock will be eligible to
trade in the United States on the OTC Bulletin Board or in the
"Pink Sheets", though any such trading will require one or more
market makers to file and have approved an application to register
in and quote the company's common stock.

The company will remain listed with and its shares traded on the
Toronto Stock Exchange independent of any delisting determination
from the Nasdaq stock market.

                     About Spectrum Signal

Based in Columbia, Maryland, Spectrum Signal Processing Inc. (TSX:
SSY)(NASDAQ: SSPI) -- http://www.spectrumsignal.com/-- is a  
supplier of software-defined platforms for defense electronics
applications.  The company provides applications engineering
services and modified commercial-off-the-shelf platforms to the US
Government, its allies and its prime contractors.  The company's
products and services are optimized for military communications,
signals intelligence, surveillance, electronic warfare and
satellite communications applications.

                         *     *     *

As indicated in the going concern paragraphs in its consolidated
financial statements for the three and nine-month period ended
Sept. 30, 2006, Spectrum Signal had a net loss of $642,000 and
experienced $816,000 of negative cash flows from operations for
the quarter ended Sept. 30, 2006.  The company is dependent upon
the continued market acceptance of its products, sufficient
financing, continued support of creditors and shareholders, and
achievement of profitable operations.


SIL CLEAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SIL Clean Water LLC
        800 Roosevelt Road, Suite B-214
        Glen Ellyn, IL 60137

Bankruptcy Case No.: 07-01127

Chapter 11 Petition Date: January 23, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Joy E. Levy, Esq.
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7880
                  Fax: (312) 876-0288

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dominion Virginia Power                                  $20,947
P.O. Box 26543
Richmond, VA 23290-0001

Benchmark Bldg. & Irrg., Inc.                             $7,618
P.O. Box 68
Murfreesboro, NC 27855

Shenandoah Valley Electrical                              $6,445
Coop

EnviroCompliance Laboratories                             $4,508

Trumbo Electric, Inc.                                     $1,274

Top bead Welding Service,                                   $751
Inc.

Green Earth LLC                                             $134

USA BlueBoook                                               $116

Intouch Communications                                       $84

Town of Timberville, VA                                      $68

Shenandoah Valley Water &                                    $33
Coffee Co

The Bank of New York                                          $0

Cargill Turkey Products,      Notice only                Unknown
Inc.

Ford Credit                   Secured value:             Unknown
                              $5,200

Gilmer Industries                                        Unknown

Pilgrim's Pride Corporation   Notice only                Unknown

Pilgrim's Pride Corporation   Notice only                Unknown

Rockingham County Treasurer   Unbilled 2007              Unknown
                              Property taxes

Sheaffer International LLC    Management services        Unknown

Sheaffer International LLC    Engineering design         Unknown
                              service


SILICON VALLEY: Fitch Rates $8.9 Million Series 2007D Bonds at B
----------------------------------------------------------------
Fitch assigns ratings to the Silicon Valley Tobacco Securitization
Authority's issuance of tobacco settlement
asset-backed bonds on behalf of Santa Clara County Tobacco
Securitization Corporation:

Series 2007 turbo capital appreciation term bonds

   -- $43,604,065 series 2007A, due June 1, 2036 'BBB';
   -- $11,339,136 series 2007A, due June 1, 2041 'BBB';
   -- $13,617,538 series 2007A, due June 1, 2047 'BBB';
   -- $4,407,579 series 2007B, due June 1, 2047 'BBB-';
   -- $20,160,692 series 2007C, due June 1, 2056 'BB'; and,
   -- $8,901,000 series 2007D, due June 1, 2056 'B'.

The ratings of the above bonds address the issuer's ability to pay
the accreted value of the series 2007 bonds by their legal final
maturity dates as referenced above.

The collateral securing the series 2007 bonds consists of the
authority's rights under a loan agreement with the corporation.
The loan agreement is secured by the county's share of the state's
tobacco settlement revenues received under the California Consent
Decree.

Pursuant to the Purchase and Sale Agreement dated Jan. 1, 2007
between the County of Santa Clara, and the corporation, the county
agrees to sell, and the corporation agrees to purchase on the
closing date the County Tobacco Assets to the extent consisting of
or relating to amounts due to the County from and after Jan. 1,
2026; or an amount equal to $100,000 increased by 3% each year of
the first revenues received from County Tobacco Assets beginning
in 2009 through and including 2025; and the County Tobacco Assets
to the extent consisting of or relating to the applicable
percentage set forth in Exhibit A of the Purchase and Sale
Agreement on a pari passu pro rata basis of any Lump Sum Payments
made during the period from and after the Closing Date and before
Jan. 1, 2026.

Collectively, the Post-2025 Sold Tobacco Assets, the Pre-2026 Sold
Tobacco Assets and the Lump Sum Sold Tobacco Assets constitute the
Sold County Tobacco Assets.

The issuer, Silicon Valley Tobacco Securitization Authority, is a
public entity created by a Joint Exercise of Powers Agreement,
dated as of Dec. 1, 2007 between the County and El Camino Hospital
District.  The Authority is a separate entity from its Members,
and its debts, liabilities and obligations do not constitute
debts, liabilities and obligations of the Members.

Santa Clara County Tobacco Securitization Corporation is a special
purpose nonprofit public benefit corporation organized under the
California Nonprofit Public Benefit Corporation Law. The County of
Santa Clara is a political subdivision in the State of California
and is a separate entity from the Authority and the Corporation.

The assigned ratings are based on the bond structure and credit
quality of the underlying collateral securing the loan agreement,
which consists of annual payments and strategic contribution
payments by the three largest domestic tobacco manufacturers:
Philip Morris Inc., Reynolds American Inc., and Lorillard Tobacco
Co., under a master settlement agreement entered into with the
attorneys general of 46 states, the District of Columbia, the
Commonwealth of Puerto Rico, the U.S. Virgin Islands, the
Commonwealth of Northern Mariana Islands, American Samoa, and
Guam.

Fitch's view of the credit quality of the collateral takes into
account two fundamental characteristics of the MSA:

   1.) since payments under the MSA are based on the relative
       market share of the domestic tobacco manufacturers, the
       payment obligation can be considered an industry
       obligation, which Fitch currently deems to be rated
       'BBB-'; and,

   2.) the MSA should survive the bankruptcy of a domestic
       tobacco manufacturer, making it more likely that the
       manufacturer would continue to make payments under the MSA
       ahead of its unsecured indebtedness.

These are the major characteristics of the MSA that support and,
at the same time, limit the rating of the tobacco settlement
senior bonds to 'BBB'.

Accordingly, the rating on this transaction is linked to and will
move with Fitch's future assessment of the tobacco industry's
overall credit quality.  The credit quality of the industry, in
turn, will be significantly influenced by the underlying ratings
of the three major domestic tobacco manufacturers and Fitch's view
of the relative strength of those three manufacturers within the
overall domestic tobacco industry.


SMART WORLD: Court Confirms Panel's Chapter 11 Plan of Liquidation
------------------------------------------------------------------
The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court
for the Southern District of New York confirmed the Amended
Chapter 11 Plan of Liquidation for Smart World Technologies, LLC,
and its debtor-affiliates filed by the Official Committee of
Unsecured Creditors.

                   Overview of the Plan

As reported in the Troubled Company Reporter on Sept. 19, 2006,
The Committee told the Court that its Plan calls for liquidation,
rather than reorganization, of the Debtors, and is predicated upon
the Juno Settlement.  The Committee related that proceeds of the
Juno Settlement will constitutes the vast majority of funds
available for distribution to creditors under the Plan.

The Committee further said that since the sale of the FW
subscriber base to Juno, the Debtors have not had any business
operations and for the past six years have involved, almost
exclusively, litigation of the claims and issues arising out of
the Term Sheet.  

Under the Juno Settlement, Juno will pay the Debtors:

    * $6,250,000 if there is an appeal from the Confirmation
      Order, which shall include provisions approving the Juno
      Settlement, or

    * $6,500,000 if there is no appeal.

                       Treatment of Claims

Under the plan, Allowed Administrative Claims, Allowed Fee Claims,
Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims,
will be paid in full and in cash.

The Committee tells the Court that approximately $21,126,717 in
Claims were filed or scheduled as Secured Claims.  The Committee
however does not believe that any of these Secured Claims are
secured as to the proceeds of the Juno Settlement.  The Committee
intends to object to all these Claims, seeking to either expunge
or reclassify all the Claims.  The Committee says that if there
are any Allowed Secured Claims, each holder will receive treatment
that leaves unaltered the legal, equitable and contractual rights
of the holder of the Allowed Secured Claim; or less favorable
treatment as the Committee or Plan Administrator and the holder of
the Secured Claim may agree upon.

Holders of Allowed General Unsecured Claims will receive either:

    (i) their Ratable Share of the Distribution Fund in accordance
        with the provisions set forth in Section 7.6 of the Plan;
        or

   (ii) less favorable treatment as the Committee or the Plan
        Administrator and the holder of the General Unsecured
        Claim may agree upon.

Holders of interests in the Debtors will receive nothing under the
plan and those interests will be cancelled.

                        About Smart World

Smart World Technologies, LLC, developed a distribution system
designed to channel subscribers to Freewwweb, LLC, a subsidiary
and an Internet Service Provider.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 29, 2000
(Bankr. S.D.N.Y. Case No. 00-41645).  Dennis J. O'Grady, Esq., at
Riker, Danzig, Scherer Hyland et al., in Morristown, New Jersey,
represents the Debtors.  Laurence May, Esq., at Cole Schotz Meisel
Forman & Leonard P.A., in New York City, serves as counsel to the
Official Committee of Unsecured Creditors.


SOLUTIA INC: Seeks May 7 Deadline to File Notices of Removal
------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to enter an order
pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure extending the time within which they can file notices of
removal of civil actions and proceedings from Feb. 5, 2007,
through and including May 7, 2007.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that the Debtors continue to review their files
and records to determine whether to remove a number of civil
causes of action pending in state or federal court to which it
might be parties.

Mr. Henes states that the Debtors' key personnel and legal
department are assessing the civil actions while being actively
involved in the Debtors' Chapter 11 cases.  Additional time to
consider filing notices of removal in the Civil Actions is
required, Mr. Henes asserts.

The rights of any party to the Civil Actions will not be
prejudiced by the extension, Mr. Henes assures the Court.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Balks at Panel's Intervention in Calpine Arbitration
-----------------------------------------------------------------
Calpine Central, L.P., and Decatur Energy Center, LLC, along with
Solutia, Inc., oppose the Official Committee of Unsecured
Creditors' request to intervene in the arbitration between
Calpine and Decatur, on one hand, and Solutia, on the other.

On behalf of Solutia, M. Natasha Labovitz, Esq., at Gibson, Dunn
& Crutcher LLP, in New York, notes that a private arbitration is
overseen by an independent panel of arbiters, and run in
accordance with Conflict Prevention & Resolution rules and
procedures.

During the arbitration proceeding, Solutia has freely and openly
communicated with counsel for the Creditors Committee on an
informal basis concerning Solutia's objections to the contested
claims of Calpine and Decatur, and significant developments in
the arbitration proceeding.

Given the Creditors Committee's knowledge of and informal
involvement in the arbitration proceeding from its inception, the
Motion to Intervene is not timely, Ms. Labovitz asserts.

Although the Creditors Committee has represented in its Motion
that it "does not seek delay," the intervention causes
substantial risk of delay either by the Committee or by other
parties-in-interest who may seek to follow the Committee's
example and intervene in the arbitration, Ms. Labovitz states.

The Creditors Committee has failed to demonstrate that its
interests are not being adequately protected, Ms. Labovitz points
out.  Solutia is aggressively prosecuting its objection to the
Contested Claims, and the Creditors Committee has indicated no
disagreement as to Solutia's handling of the case, she maintains.

The Creditors Committee is seeking an order amending the contract
between Solutia and Calpine.  Hence, according to Ms. Labovitz,
the arbitration panel, whose power is limited by the contract,
may not recognize the Creditors Committee or understand either
the Creditors Committee's role in the bankruptcy case or the role
it proposes to play in the arbitration.  Intervention may result
in litigation and confusion before the arbitration panel
regarding issues as to whether Solutia or the Creditors Committee
is the proper party prosecuting the objection of the Contested
Claims, she contends.

Eliot Lauer, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP,
in New York, attorney for Calpine, argues that non-signatories to
arbitration agreements have no right to participate in the
arbitration.

Neither the Rule 24(a)(2) of the Federal Rules of Civil
Procedures nor Section 1109(b) of the Bankruptcy Code alters the
general rule, Mr. Lauer asserts.  He notes, the non-signatory may
ask the parties' permission to participate, but absent all
parties consenting, may not intervene before the arbitral panel.  
Instead, the non-signatory must wait until the arbitration enters
the judicial system, Mr. Lauer says.

Moreover, the Creditors Committee has not satisfied the elements
for intervention under Civil Rule 24(a)(2), Mr. Lauer notes.  The
U.S. Bankruptcy Court for the Southern District of New York should
not permit intervention pursuant to Section 105(a), he asserts.

Solutia and Calpine have already agreed upon a detailed
scheduling order in the arbitration proceeding.  Solutia and
Calpine have spent three and a half months engaging in discovery
and are now in the midst of depositions of witnesses to be
followed by expert discovery.

Permitting the Creditors Committee to intervene at this point in
the arbitration as a "formal party to the arbitration" will be
highly prejudicial to Calpine and Decatur, Mr. Lauer adds.

Moreover, the Creditors Committee's intervention in the private
arbitration will lead to increased expenses and inevitable
delays, Mr. Lauer insists.  Furthermore, the Creditors Committee
offers no explanation of what benefit its intervention will
provide to Solutia's estate.

Solutia is also concerned that the Court does not have the
authority to authorize the intervention, and that any order
authorizing the intervention will cause further litigation in the
arbitration.

Calpine and Solutia ask the Court to deny the Creditors
Committee's request.

As reported in the Troubled Company Reporter on Jan. 18, 2007,
before it filed for bankruptcy, Solutia entered into a series of
20-year term contracts scheduled to commence in 2002, with Calpine
Central, Calpine Power Services Company, and Decatur pursuant to
which Calpine built a natural gas co-generation facility on land
leased from Solutia at Solutia's plant in Decatur, Alabama.

Calpine and Solutia, however, agreed to delay commencement of
performance until June 1, 2004, because of the unanticipated
increase in natural gas prices.

In 2004, Solutia determined that the then-current and forecasted
price of natural gas rendered it more cost-effective for Solutia
to return to its historical practice of purchasing energy of the
Decatur plant from the Tennessee Valley Authority and generating
its own steam, rather than buying energy and steam from Calpine.
On May 13, 2004, Solutia filed a motion seeking to reject certain
Contracts.

The Court entered a stipulated order on May 24, 2004, settling
the motion and approving the rejection of certain Contracts.
Calpine was permitted to submit proofs of claim for damages
allegedly resulting from the rejection of the Contracts.

Solutia objected to two of the three claims filed by Calpine for
damages relating to the Rejected Contracts.  Both claims
aggregate $382,717,333.

The Court entered an order dated November 2005, compelling
arbitration of the contested claims of Calpine Central and
Decatur.  The parties agreed to stay the Arbitration to conduct
settlement negotiations; however, no resolution materialized
between the parties and, consequently, the Arbitration will
proceed.  The Creditors Committee then sought and obtained
approval, in August 2006, to retain conflicts counsel to
represent the interests of unsecured creditors in the
Arbitration.

The Creditors Committee and the Debtors have consulted
extensively about the merits of the Arbitration, and the Debtors
have granted the Creditors Committee access to documents produced
in the Arbitration.

John J. Jerome, Esq., at Saul Ewing LLP, in Philadelphia,
Pennsylvania, conflicts counsel to the Creditors Committee, told
the Court that the outcome of the Arbitration will affect the
ultimate recoveries available to unsecured creditors, therefore,
it is essential for the Creditors Committee to become a formal
party to the Arbitration in order to assert and protect the
interests of the unsecured creditors.

The Creditors Committee's request to intervene is also timely as
the Arbitration remains in the early stages -- fact discovery is
ongoing and the deadline to disclose experts and exchange expert
reports is in late March 2007.  The Arbitration hearing is not
until August 27, Mr. Jerome noted.

The Creditors Committee does not intend to raise new issues,
assert new or different objections to the Calpine Claims, or take
any other actions that would adversely affect the scheduling
order entered by the Arbitration Panel in September 2006.
Moreover, no party will be prejudiced by the intervention,
Mr. Jerome said.  He clarified that the Committee merely
seeks to ensure that its constituents' interests are represented.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TERRA CAPITAL: Fitch Rates Proposed Senior Unsecured Notes at B+
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to Terra Capital,
Inc.'s proposed senior unsecured notes due 2017 and revised the
Rating Outlook to Positive from Stable.

Additionally, Fitch has affirmed the ratings of Terra Industries,
Inc. and its issuing subsidiaries as follows:

Terra Industries

   --Issuer Default Rating at 'B+'; and,
   --Convertible preferred shares at 'B-/RR6'.

Terra Capital

   --IDR at 'B+';
   --Senior secured credit facility rating at 'BB+/RR1';
   --Senior secured notes at 'BB+/RR1'; and,
   --Second priority senior secured notes at 'BB+/RR1'.

Terra Nitrogen, L.P.

   --IDR at 'B+'; and,
   --Senior secured credit facility rating at 'BB+/RR1'.

Terra Capital recently rpeorted a debt tender offer for its
outstanding $200 million 12-7/8% senior secured notes due 2008 and
$131.3 million 11-1/2% second priority senior secured notes due
2010.  The tender offer will be financed with balance sheet cash
and proceeds from a new $330 million 10-year senior unsecured
notes issuance.

Additionally, the maturities of Terra Capital's $150 million
senior secured credit facility and Terra Nitrogen's $50 million
senior secured credit facility will be extended by four years to
2012.  Ratings for the 12-7/8% senior secured notes and 11-1/2%
second priority senior secured notes would be withdrawn if all
outstanding notes are redeemed through Terra's tender offer.

The refinancing, once complete, is expected to reduce Terra's
annual cash interest expense and extend maturities.  Lower
interest expense and extended maturities may help Terra better
manage future cyclical downturn conditions.  Total debt would be
flat as a result of the refinancing transactions.  If the tender
offer is successful and all the secured notes are redeemed, the
second lien on working capital would be released and there would
be no liens on long-term assets.  Terra Capital's senior secured
credit facility would only be secured by working capital not
securing Terra Nitrogen's credit facility.

The 'B+/RR4' rating on Terra Capital's proposed senior unsecured
notes is equal to the IDR.  The rating reflects an estimated
principal recovery between 31% and 50%, assuming adjustments to
working capital and property, plant, and equipment for the
potential contribution of United Kingdom assets to a joint venture
with Kemira GrowHow Oyj.  The rating on the new notes could change
if the final terms of the new senior notes differ materially from
the preliminary terms and conditions considered for the rating.

An IDR of 'B+' for Terra and its issuing subsidiaries reflects the
company's:

   -- good market positions in the U.S. and U.K. nitrogen
      fertilizer markets;

   -- highly cyclical earnings and cash flow;

   -- narrow product portfolio; exposure to volatile natural gas
      costs; and,

   -- manageable debt level.

The Positive Rating Outlook reflects Fitch's expectations for
strong financial performance in 2007 due to encouraging market
dynamics.  Fertilizer demand should increase year-over-year in
2007 if planted corn acreage increases in the U.S. this spring.
Higher corn prices, low corn inventories, and growing corn use for
ethanol all support increases in corn acreage this year.  The
major risks to this scenario are the weather and volatile natural
gas prices.  

Fitch forecasts that Terra's operating EBITDA-to-gross interest
expense could increase to more than 7x while total
debt-to-operating EBITDA declines to under 2x for 2007 with
substantially stronger year-over-year earnings improvement,
greater cash flow and flat debt levels.

Terra Industries is a major North American fertilizer company.
Terra earned approximately $121 million in EBITDA on $1.9 billion
in revenue as of the latest 12 months ended Sept. 30, 2006; the
company had $360.2 million of total debt with equity credit and
$122.2 million of cash and cash equivalents at that time.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


TERRA CAPITAL: S&P Rates Proposed $330 Million Senior Notes at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Terra Industries Inc. to 'BB-' from 'B+'.

At the same time, Standard & Poor's assigned a 'BB-' rating to
Terra Capital Inc.'s proposed $330 million senior unsecured notes
due 2017.  Terra Capital is a wholly owned subsidiary of Terra
Industries.

The outlook is stable.

Terra will use proceeds from the unsecured notes, along with
approximately $45 million in cash, to pay down existing senior
secured notes.  At Sept. 30, 2006, the company had $594 million in
debt including convertible preferred shares exchangeable into
subordinated debentures, the capitalized value of operating
leases, and tax-adjusted postretirement benefits obligations.

"The upgrade reflects Terra's progress toward improving both its
financial profile and competitive position, and our expectation
for a meaningful further strengthening of the financial profile in
2007 as a result of improving nitrogen demand and pricing
opportunities," said Standard & Poor's credit analyst Paul Kurias.

"In particular, we expect funds from operations to total adjusted
debt to remain near or above 25% over a cycle."

Standard & Poor's also expects management to maintain a financial
policy that factors in the cyclicality associated with the
nitrogen fertilizer business and to maintain satisfactory
liquidity, consistent with the current ratings.

The ratings on Sioux City, Iowa-based Terra Industries reflect a
weak business position including a narrow scope of operations in
nitrogen fertilizer, a cyclical, highly competitive, commodity
business with margins susceptible to variable demand trends and
input cost volatility.  Partially offsetting these risks are
Terra's position as a leading player in the U.S. nitrogen market,
favorable demand prospects in the long term, and the company's
adequate cash flow protection measures and liquidity, backed by a
prudent financial policy.

Terra produces mainly nitrogen fertilizer at facilities in the
U.S. and Europe.  The company also participates in an existing
joint venture in Trinidad that benefits from low-cost natural gas
with the potential to pursue a second joint venture nitrogen
facility in the same country.  Terra's proposed joint venture in
Trinidad could potentially reduce the impact of natural gas price
volatility on margins.

If the company pursues the proposed venture, Standard & Poor's  
will factor into its rating the potential for a somewhat stronger
business profile because of access to relatively low-cost natural
gas at the facility.  This would improve Terra's ability to
weather future downturns and offset at least some of the potential
negative impact to the financial profile.


TERRA INDUSTRIES: S&P Lifts Corp. Credit Rating to BB- from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Terra Industries Inc. to 'BB-' from 'B+'.

At the same time, Standard & Poor's assigned a 'BB-' rating to
Terra Capital Inc.'s proposed $330 million senior unsecured notes
due 2017.  Terra Capital is a wholly owned subsidiary of Terra
Industries.

The outlook is stable.

Terra will use proceeds from the unsecured notes, along with
approximately $45 million in cash, to pay down existing senior
secured notes.  At Sept. 30, 2006, the company had $594 million in
debt including convertible preferred shares exchangeable into
subordinated debentures, the capitalized value of operating
leases, and tax-adjusted postretirement benefits obligations.

"The upgrade reflects Terra's progress toward improving both its
financial profile and competitive position, and our expectation
for a meaningful further strengthening of the financial profile in
2007 as a result of improving nitrogen demand and pricing
opportunities," said Standard & Poor's credit analyst Paul Kurias.

"In particular, we expect funds from operations to total adjusted
debt to remain near or above 25% over a cycle."

Standard & Poor's also expects management to maintain a financial
policy that factors in the cyclicality associated with the
nitrogen fertilizer business and to maintain satisfactory
liquidity, consistent with the current ratings.

The ratings on Sioux City, Iowa-based Terra Industries reflect a
weak business position including a narrow scope of operations in
nitrogen fertilizer, a cyclical, highly competitive, commodity
business with margins susceptible to variable demand trends and
input cost volatility.  Partially offsetting these risks are
Terra's position as a leading player in the U.S. nitrogen market,
favorable demand prospects in the long term, and the company's
adequate cash flow protection measures and liquidity, backed by a
prudent financial policy.

Terra produces mainly nitrogen fertilizer at facilities in the
U.S. and Europe.  The company also participates in an existing
joint venture in Trinidad that benefits from low-cost natural gas
with the potential to pursue a second joint venture nitrogen
facility in the same country.  Terra's proposed joint venture in
Trinidad could potentially reduce the impact of natural gas price
volatility on margins.

If the company pursues the proposed venture, Standard & Poor's  
will factor into its rating the potential for a somewhat stronger
business profile because of access to relatively low-cost natural
gas at the facility.  This would improve Terra's ability to
weather future downturns and offset at least some of the potential
negative impact to the financial profile.


TIMKEN CO: To Invest $60 Million on Steel Rolling Mill Operations
-----------------------------------------------------------------
The Timken Company will invest approximately $60 million in its
steel rolling mill operations to increase the company's capability
to produce differentiated steel products.  The investment will
enable Timken to competitively produce steel bars down to 1-inch
diameter for use in power transmission and friction management
applications for a variety of customers, including the rapidly
growing automotive transplants.

"We are making investments across our company to strengthen the
differentiation of our technology and product portfolio," said
James W. Griffith, Timken president and chief executive officer.  
"The expansion of our small-bar steel capabilities is part of our
strategy of managing our company for value and taking advantage of
strong market opportunities to improve our ability to create
shareholder value throughout the economic cycle."

Assisting with the technical aspects of the project will be Daido
Steel Co. Ltd., a Japanese producer that has an outstanding
reputation for manufacturing special quality small-bar steel and
serving demanding customers, including Nissan Motor Co. Ltd.,
Honda Motor Co. Ltd. and Toyota Motor Corp.

Daido and Timken also intend to explore other possible areas of
collaboration in connection with the manufacture and supply of
steel and steel-related products and services.

"We recognize Timken as a company with a long history of
steelmaking experience and sophisticated technical performance,"
said Masatoshi Ozawa, president and chief executive officer of
Daido Steel.  "The collaboration with Timken will bring us the
best solution to meet Japanese customers' expectation of success
in transplant projects of special bar-quality steel in the United
States. Building on this initiative, we also will be exploring
other areas of possible collaboration."

The project will enable Timken to meet demanding requirements for
special bar-quality steel from a wide range of customers in the
bearing, industrial, energy, distribution and automotive segments,
as well as Timken's automotive and industrial groups.  Currently,
some of this material is not readily available in the United
States.

"We welcome this opportunity to work with Daido.  They have an
impressive reputation for manufacturing high-performance products
and for providing customer service," said Salvatore J. Miraglia,
Jr., president of Timken's Steel Group.  "We have already made
investments to expand our large-bar capabilities to an industry-
leading 15-inch outer diameter.  With the new small-bar project,
we will be extending our capabilities down to one-inch diameter,
giving us an unmatched size range of alloy steel bar products in
North America."

A 76,000-square-foot addition will be built at the Harrison Steel
Plant in Canton.  The project will include expanded rolling,
finishing and inspection capabilities.  Construction is expected
to begin in mid-June, with completion expected in mid-2008.  Once
complete, Timken expects to add approximately 30 new positions to
operate the small-bar mill.

                   About Daido Steel Co. Ltd.

Headquartered in Nagoya, Japan, Daido Steel Co. Ltd. (TOKYO:DADSF)
manufactures specialty steel products and components for
automobiles as well as industrial and electrical machinery.  
Founded in 1916, Daido markets a broad range of specialty steel
products to companies such as Nissan Motor and Honda Motor.  Daido
operates an international network with locations in North America,
China, South Korea, Singapore, Malaysia, Taiwan, Indonesia, the
Philippines and Thailand.

                   About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The Company has
operations in 27 countries and employs 27,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Timken Company's Ba1
Corporate Family Rating and the Ba1 rating on the company's
$300 Million Unsecured Medium Term Notes Series A due 2028.


TOWER AUTOMOTIVE: Wants Stay Lifted in Delphi's Case to Start Suit
------------------------------------------------------------------
Tower Automotive Inc. and its debtor affiliates ask the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to permit them to
commence an adversary proceeding against Delphi Corp. and its
debtor affiliates in order to recover the Transfers.

In the alternative, the Tower Debtors ask Judge Drain to find
that the filing of the Tower Claim satisfies and tolls the
statute of limitations under Section 546(a) of the Bankruptcy
Code.

Tower Automotive Inc. filed Claim No. 15221 as an unliquidated
claim against Delphi Automotive Systems LLC on July 31, 2006.
The Tower Claim seeks to retrieve transfers made by Tower to DAS
that are, or may be, avoidable as preferential transfers under
Sections 547 and 550 of the Bankruptcy Code, Michael S. McElwee,
Esq., at Varnum, Riddering, Schmidt & Howlett LLP, in Grand
Rapids, Mich., informs the Court.

Tower Automotive and its debtor affiliates filed for Chapter 11
protection in the United States Bankruptcy Court for the Southern
District of New York on Feb. 2, 2005.

The Delphi Debtors objected to the Tower Claim and asserted that
based upon their books and records, no amounts are due and owing
to the Tower Debtors.

Mr. McElwee notes that the statute of limitations applicable to
Tower's preferential transfer claims against the Delphi Debtors
will expire on Feb. 2, 2007, absent the filing of an adversary
proceeding to toll the statute.

The Tower Debtors relate that they have sought the approval of
streamlined procedures governing avoidance actions in their
bankruptcy cases.  Tower's Avoidance Action Procedures will
provide the Tower Debtors with an additional 60 days to serve a
summons and complaint and will provide both the Tower Debtors and
the defendants to the avoidance actions with additional time to
attempt to resolve the avoidance action without incurring further
litigation costs, Mr. McElwee expounds.

An avoidance action against the Delphi Debtors in the Tower
Debtors' Chapter 11 cases can proceed, and be resolved, quickly
and efficiently, Mr. McElwee asserts.  Moreover, adjudication of
the Tower Claim and the fixing of its claim against the Delphi
Debtors in the Tower Chapter 11 cases will not interfere with the
Delphi Debtors' Chapter 11 cases.  An adversary proceeding will
result in a liquidation of the Tower Claim in accordance with the
Bankruptcy Code and the Bankruptcy Rules, Mr. McElwee avers.

                         About Delphi Corp.

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.

                      About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and       
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.

(Delphi Corporation Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


TOWER RECORDS: Committee Hires Keen Realty as Real Estate Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in MTS Inc. dba
Tower Records and its debtor-affiliates' chapter 11 cases obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Keen Realty LLC, as their special real estate
consultant.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Keen Realty specifically is expected to provide analysis and
valuation of the Debtors' 89 real property leases.

Additionally, Keen Realty is expected to:

     a) provide the committee, by mail, with a desktop
        spreadsheet report analyzing and evaluating the value or
        liability associated with the Debtors leases, including a
        summary of the basis for value and liability set forth in
        the report and certain owned properties if designated in
        writing by the committee; and

     b) present the report to the committee outlining its
        estimate as to the value or liability of each of the
        evaluation properties and of the portfolio as a whole by
        Oct. 3, 2006, 12:00 noon (PST).  Keen's valuation shall
        be based upon analysis of the market, review of the lease
        documents and upon its exercise of its professional
        judgment.  It is not anticipated that Keen will inspect
        any of the locations.

Matthew Bordwin, principal and executive vice president, assures
the Court that his firm does not hold any interest adverse to the
Debtors, its estate or creditors.

Mr. Bordwin can be reached at:

     Matthew Bordwin
     Keen Realty LLC
     60 Cutter Mill Road, Suite 214
     Great Neck, NY 11021
     Phone: 516-482-2700
     Fax: 516-482-5764
     http://www.keenconsultants.com/

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music  
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a chapter 11 plan expires on Dec. 18, 2006.


TRAINER WORTHAM: Moody's Junks Rating on $10 Mil. Class A-3L Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these classes
of notes issued by Trainer Wortham First Republic CBO II Ltd., a
collateralized debt obligation lender:

   (1) The $295,000,000 Class A-1L Floating Rate Notes Due April
       2037

      -- Prior Rating: Aaa and on watch for possible downgrade
      -- Current Rating: Aa2

   (2) The $23,000,000 Class A-2L Floating Rate Notes Due April
       2037

      -- Prior Rating: Baa2 and on watch for possible downgrade
      -- Current Rating: Baa3
   
   (3) The $10,000,000 Class A-3L Floating Rate Notes Due April
       2037

      -- Prior Rating: Caa2 and on watch for possible downgrade
         Current Rating: Ca

Moody's noted that the rating action reflects a deterioration in
the credit quality of the transaction's underlying collateral
portfolio, consisting primarily of commerical mortgage-backed
securities, manufactured housing securities, and residential
mortgage-backed securities.  The transaction is failing several of
its collateral quality tests, such as the Weighted Average Rating
Test, the Weighted Average Coupon Test, the Class A
Overcollateralization Test, the Class B Overcollateralization
Test, and the Interest Coverage Ratio.  The portfolio also has
14.38% of assets that are rated Ba1 and below, which exceeds the
covenanted level of 5%.


U.S. DRY: Inks Merger Agreement with Cleaners Club
--------------------------------------------------
U.S. Dry Cleaning Corporation disclosed that on Dec. 21, 2006, it
entered into an Agreement and Plan of Merger with Cleaners Club
Acquisition Sub, Inc., a wholly-owned subsidiary of U.S. Dry
Cleaning, Cleaners Club, Inc., and Riaz Chauthani, an individual
and the sole shareholder of Cleaners Club.

The Merger Agreement contemplates that, subject to the terms and
conditions of the Merger Agreement, Cleaners Club will be merged
with and into Cleaners Club Acquisition, with Cleaners Club
Acquisition continuing after the merger as the surviving
corporation.

Pursuant to the Merger Agreement, at the effective time of the
Merger, each issued and outstanding share of common stock of
Cleaners Club will be automatically converted into common stock of
the company in an amount equal to the exchange ratio of 0.00128
such that the company will issue an aggregate of 780,000 shares of
common stock as consideration for the merger.

The Board of Directors of the company, Cleaners Club Acquisition
and Cleaners Club have unanimously approved the Merger Agreement
and the parties have made customary representations, warranties
and covenants in the Merger Agreement for a transaction of this
type.

Cleaners Club covenants include, among others, that:

    (i) Cleaners Club will conduct its business in the ordinary
        course consistent with past practice during the interim
        period between the execution of the Merger Agreement and
        the effective time of the Merger,

   (ii) Cleaners Club will not engage in certain types of
        transactions during such interim period,

  (iii) Cleaners Club will not solicit proposals relating to
        alternative business combination transactions, and

   (iv) Cleaners Club will not enter into discussions concerning
        or provide confidential information in connection with any
        proposals for alternative business combination
        transactions.

Completion of the Merger is subject to customary closing
conditions, including, among other things:

    (i) adoption of the Merger Agreement by the sole shareholder
        of Cleaners Club,

   (ii) absence of any order or injunction prohibiting the
        consummation of the Merger;

  (iii) the accuracy of the representations and warranties of each
        party; and

   (iv) compliance of each party with its covenants.

The Merger Agreement also contains certain termination rights for
both the company and Cleaners Club.  In addition, the Merger
Agreement contemplates that the company will provide the sole
shareholder of Cleaners Club with "piggyback" registration rights
to be set forth in a separate registration rights agreement in
respect of the shares to be issued in the merger.

A full-text copy of the Agreement and Plan of Merger By and Among
U.S. Dry Cleaning Corporation, Cleaners Club, Inc., Cleaners Club
Acquisition Sub, Inc., and Riaz Chauthani dated December 21, 2006,
is available for free at http://ResearchArchives.com/t/s?1915

                       About US Dry Cleaning

U.S. Dry Cleaning Corp. was formed on July 19, 2005 and on
Dec. 30, 2005 completed a reverse merger with a public shell
company.

On Aug. 8, 2005, the company purchased 100% of the outstanding
common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005,
the company purchased 100% of the membership units in Coachella
Valley Retail, LLC in stock-for-stock type transactions.

Steam Press owns 100% of Enivel, Inc. which does business as Young
Laundry & Dry Cleaning in Honolulu, Hawaii.  Young Laundry was
founded in 1902 and operates thirteen retail laundry and dry
cleaning stores, in addition to providing hotel and other
commercial laundry and dry cleaning services.  Coachella Valley
Retail was founded in 2004 and operates five retail laundry and
dry cleaning stores under several names in the Palm Springs,
California area.

                       Going Concern Doubt

Squar, Milner, Miranda & Williamson, LLP, expressed substantial
doubt about US Dry Cleaning Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit of approximately $6.9 million at
Sept. 30, 2006.


U.S. DRY: Sells 15.7 Units to 11 Accredited Investors
-----------------------------------------------------
U.S. Dry Cleaning Corporation, disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on Dec. 26,
2006, it sold to 11 accredited investors an aggregate of 15.7
units, each unit consisting of a Series A Convertible Debenture,
plus 16,666 shares of the company's common stock for each $130,000
of the principal amount of the debenture.

The units were sold pursuant to subscription agreements.

The aggregate principal balance of all Series A Convertible
Debentures is $2,041,000 and the total number of shares of common
stock issued was 261,656.  The debentures were sold with a built
in 30% rate of return.  For each $100,000 paid to the company, we
owe $130,000 in principal. We received net proceeds of $1,570,000
from the sale of the debentures and common stock.  The debentures
mature in one year from the date issued at no interest.  The
principal amount of the debentures may be converted into our
common stock at a conversion rate of $3.00 per share.

The principal amount of the debentures are secured by all of our
assets and those of our operating subsidiaries, including an
assignment of our leasehold interests in our retail facilities.  
Pursuant to a registration rights agreement we entered into with
the investors, we are obligated to register or to file a
registration statement for resale of all of the common stock
issued in the transaction and all of the common stock that may be
issued upon conversion of the debentures, within 270 days from
closing.  No broker or underwriting fees or commissions were paid
in connection with the offer and sale.  The offer and sale of the
debentures and common stock were exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933 and Regulation D,
Rule 506, as promulgated by the Securities and Exchange
Commission.

                       About US Dry Cleaning

U.S. Dry Cleaning Corp. was formed on July 19, 2005 and on
Dec. 30, 2005 completed a reverse merger with a public shell
company.

On Aug. 8, 2005, the company purchased 100% of the outstanding
common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005,
the company purchased 100% of the membership units in Coachella
Valley Retail, LLC in stock-for-stock type transactions.

Steam Press owns 100% of Enivel, Inc. which does business as Young
Laundry & Dry Cleaning in Honolulu, Hawaii.  Young Laundry was
founded in 1902 and operates thirteen retail laundry and dry
cleaning stores, in addition to providing hotel and other
commercial laundry and dry cleaning services.  Coachella Valley
Retail was founded in 2004 and operates five retail laundry and
dry cleaning stores under several names in the Palm Springs,
California area.

                       Going Concern Doubt

Squar, Milner, Miranda & Williamson, LLP, expressed substantial
doubt about US Dry Cleaning Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit of approximately $6.9 million at
Sept. 30, 2006.


UGS CORP: Siemens Deal May Prompt Moody's Ratings Withdrawal
------------------------------------------------------------
UGS Corporation reported on Jan. 24, 2007 that an agreement has
been reached between its private equity owners and Siemens AG to
sell the company to Siemens for approximately $3.5 billion plus
assumption of outstanding UGS debt.

Moody's will withdraw the Ba2 secured bank debt and B3
subordinated bond ratings of UGS if they are taken out.  However,
should the bonds be left in place Moody's anticipates that there
would be positive ratings pressure due to the credit strength of
Siemens.

UGS Corp., headquartered in Plano, Texas, is a provider of product
lifecycle management software.  For the twelve months ended Sept.
30, 2006 revenues were approximately
$1.2 billion.


UGS CORP: Siemens Deal Cues S&P's Positive CreditWatch
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and 'B-' subordinated debt rating for UGS Corp. on
CreditWatch with positive implications.  

The CreditWatch placement comes after the report that Siemens AG
would acquire UGS from its current owners, Bain Capital, Silver
Lake Partners, and Warburg Pincus, for $3.5 billion, including the
assumption of UGS's existing debt.  The acquisition remains
subject to governmental approval.

"Concurrent with the transaction's closing, the corporate credit
rating on UGS will be withdrawn, and the rating on its
$850 million of subordinated debt will be raised to Siemens'
subordinated debt level," noted Standard & Poor's credit analyst
Stephanie Crane Mergenthaler.  

The ratings on UGS's secured debt were not placed on CreditWatch,
as the term loan and any amounts outstanding under the revolving
credit agreement are expected to be repaid.

Plano, Texas-based UGS provides product lifecycle management
software and services, which are expected to integrate smoothly
with Siemens' existing industrial automation products.


UNIVERSITY HEIGHTS: Wants Plan-Filing Period Extended to July 11
----------------------------------------------------------------
University Heights Association Inc. asks the U.S. Bankruptcy Court
for the Northern District of New York to extend until July 11,
2007, the period within which it can exclusively file a chapter 11
plan of reorganization.  The Debtor also wants the period to
solicit acceptances of that plan extended to Aug. 8, 2007.

The Debtor's exclusive period to file a chapter 11 plan currently
expires on Feb. 9, 2007.

For the last two months, the Debtor has been devoted in responding
to Silverman Foundation's request to dismiss the case.  The motion
was denied on Jan. 10, 2007.

In addition, the Debtor made other actions which will be necessary
to any plan of reorganization, which includes the Debtor's request
to assume Charitable Leadership Foundation property lease.  In
addition, the Debtor anticipates in accepting Albany College of
Pharmacy's offer to buy certain property lease.

According to the Debtor, it plans to sell parcels of property to
raise the cash necessary for a plan of reorganization.  The
extension will give the Debtor adequate time to negotiate and
proposed a consensual chapter 11 plan of reorganization.

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four  
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Judge Littlefield dismissed the Debtor's chapter
11 case due to bad faith filing.  On Oct. 12, 2006, the Debtor
filed a chapter 22 petition (Bankr. N.D.N.Y. Case No. 06-12672).  
Francis J. Smith, Esq., at McNamee, Lochner, Titus & Williams, PC,
represents the Debtor in its second chapter 11 bankruptcy
proceeding.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's chapter 11 case.  When the Debtor filed
its second bankruptcy,  it estimated assets and liabilities
between $10 million and $50 million.


USA COMMERCIAL: Court Confirms Amended Joint Chapter 11 Plan
------------------------------------------------------------
The Honorable Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada confirmed USA Commercial Mortgage Company and
its debtor-affiliates' Amended Joint Chapter 11 Plan of
Reorganization.

Judge Riegle determined that the Debtor's Joint Plan satisfies the
standards for confirmation under Section 1129(a) of the Bankruptcy
Code.

                    Overview of the Joint Plan

The Debtors' Joint Plan contemplates the liquidation each of the
Debtor's estate and the distribution of the liquidation proceeds
to each of their creditors and equity interest holders.

The Joint Plan effectuates a sale of substantially all of USA
Capital First Trust Deed Fund, LLC's assets and USA Commercial
Mortgage Company's loan servicing assets and business, puts in
place a mechanism for maximizing the recovery on other assets and
claims held by the Debtors, including the funding and pursuit of
litigation against non-Debtor insiders and pre-petition
professionals.

The Joint Plan also provides for the ongoing servicing and
collection of the loans of direct lenders, provides for the
recovery of the Prepaid Interest as property of the estate, and
provides for an equitable distribution of the proceeds of the
Debtors' assets to creditors and fund members.

                        Treatment of Claims

Under the Debtors' Plan, each holder of an Allowed Secured Claim
will receive, at the option of the relevant Debtor, in full
satisfaction, settlement, release and discharge of and in exchange
for their claim, either:

     a) cash from the Distribution Account of the relevant
        Debtor equal to the present value of the unpaid portion of
        their secured claim;

     b) the return of the collateral securing the allowed secured
        claim; or

     c) any other treatment agreed upon by the relevant Debtor and
        secured claim holder.

Holders of Allowed General Unsecured Claim in will receive their
Pro Rata share of all cash available for distribution, at the sole
discretion of USACM or the USACM Estate Administrator, from the
USACM Distribution Account up to the full amount of the claim
after payment of USACM's Liquidation Expenses, Allowed Secured
Claims, Allowed Administrative Expense Claims, Allowed Priority
Tax Claims, and Allowed Priority Non-Tax Claims in accordance with
the Plan and the provisions of the Bankruptcy Code.

A full-text copy of the debtors' disclosure statement is available
for free at:

   http://www.researcharchives.com/bin/download?id=070128215623

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more  
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.


VIA VENETO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Via Veneto LLC
        3360 Magnolia Avenue Suite 100
        Long Beach, CA 90806

Bankruptcy Case No.: 07-10304

Chapter 11 Petition Date: January 22, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor discloses that it has yet to determine its 20 Largest
Unsecured Creditors as of its bankruptcy filing.


VISKASE COS: S&P Holds CCC Credit Rating and Removes Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Viskase Cos. Inc. and removed the rating from
CreditWatch with negative implications where it was placed on Feb.
1, 2006.

All other ratings were also affirmed and
removed from CreditWatch.

The outlook is negative.

Darien, Illinois-based Viskase had approximately $124 million of
total debt outstanding at Sept. 30, 2006.

"The ratings affirmation follows the recent completion of the
company's $24 million preferred equity offering.  Viskase used
proceeds to repay $14 million of revolving credit facility
borrowings outstanding, alleviating liquidity pressures in the
immediate term," said Standard & Poor's credit analyst Robyn
Shapiro.

"However, the company's ability to improve weak earnings to a
level sufficient to meet its heavy interest burden in the next
12 months is critical at the current ratings.  In addition,
seasonal working capital needs and capital spending could pressure
liquidity in the near term if business results fail to improve."

The ratings on Viskase reflect its vulnerable business risk
profile as a global producer in the highly competitive casings
niche within the packaging industry, and narrow scope of
operations.  The ratings also take into account the company's
highly leveraged financial risk profile after emerging from
Chapter 11 bankruptcy protection in April 2003.  Partially
offsetting factors include steady end markets and diversified
customer relationships.

With annual sales of about $200 million, Viskase is a global
producer of nonedible cellulosic, fibrous, and plastic casings
used to prepare and package processed meat products.

The company's weak financial condition increases vulnerability to
lower ratings and default if business conditions remain unchanged
or worsen.  Viskase's weak earnings and negative cash flow over
the past year call into question its ability to meet its heavy
interest burden in the next 12 months.  

The ratings could be lowered in the near term if Viskase does not
generate positive cash flow, diminishing liquidity further.
However, if the company maintains sufficient liquidity and credit
measures and operating results begin to strengthen,
Standard & Poor's  could revise the outlook to stable.


WILLIAM SIGMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William H. Sigman, III
        1635 Reflection Trail
        Powder Springs, GA 30127

Bankruptcy Case No.: 07-60881

Type of Business: The Debtor is the 100% shareholder of Sigman &
                  Sigman Gutters, Inc. which filed for chapter 11
                  protection on Jan. 18, 2007 (Bankr. N.D. Ga.
                  Case No. 07-60829)

Chapter 11 Petition Date: January 19, 2007

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Charles C. Black, Esq.
                  Bannister & Black
                  231 Maxham Road, Suite 100
                  Austell, GA 30168
                  Tel: (770) 944-3032

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Community Bank of the South   1471 and 1471 Dale        $985,546
3016 Atlanta Road             Court - DUC Inc.
Smyrna, GA 30080

ABN AMRO Mortgage Group,      Location: 1635            $449,298
Inc.                          Reflection Trail,
2600 West Big Beaver Road     Powder Springs, GA
Troy, MI 48084

Security Exchange Bank        4031B and 4031C           $438,807
833 South Cobb Drive          Fambrough Drive
Marietta, GA 30060

Washington Mutual             74 Mtn Place,             $234,673
                              Powder Springs

Community Bank of the South   Secured by                $125,557
                              equipment - DUC
                              Inc.

Carl Sigman                   Loan                      $100,000

Metropolitan National Bank    300 Glory Road,            $97,384
                              Branson, MO

Sun Trust Mortgage            3060 Westview              $81,500
                              Drive, Powder
                              Springs

AMEX SkyMiles Sigman          Credit card                $48,000
                              purchases

Bank of America               Credit card                $32,644
                              purchases

David Johnson                 Loan                       $27,462

Chase Bank (Loan)             Truck                      $16,863

AMEX Platinum Delta SkyMiles  Credit card                $11,418
Business                      purchases

Gutter Topper, Ltd.           Contract Claim             $10,557

AMEX Business Green Rewards   Credit card                 $5,465
                              purchases

AMEX Platinum Delta SkyMiles  Credit card                 $4,134
Business                      purchases

AMEX Starwood Preferred Guest Credit card                 $1,390
                              purchases

Discover Gold Card            Credit card                 $1,200
                              purchases

Citi Platinum Simplicity Card Credit card                 $1,130
                              purchases

Chase Bank                    Credit card                   $949
                              purchases


WINTHROP HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Winthrop Healthcare Investors, L.P.
        925 North Point Parkway, Suite 440
        Alpharetta, GA 30005

Bankruptcy Case No.: 07-61115

Chapter 11 Petition Date: January 25, 2007

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: John K. Rezac, Esq.
                  John K. Rezac, PC
                  The Oglethorpe Building
                  Suite 181, 2971 Flowers Road South
                  Atlanta, GA 30341
                  Tel: (770) 455-3660 Ext. 16
                  Fax: (770) 455-3990

Total Assets: $3,359,980

Total Debts:  $3,285,813

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Altacare Corporation          Management fee            $260,223
925 Northpoint Parkway
Suite 440
Alpharetta, GA 3005

Interstate Restoration Group  Facility                  $127,471
Inc.                          improvements
5700 Stratum Drive
Ft. Worth, TX 76137-2725

North Shore Pharmacy Services Pharmacy                  $100,000
P.O. Box 414588
Boston, MA 02241-4588

Jackson Allied Staffing, LLC  Staffing agency            $50,025

HP Ancillaries, Inc.          Supplies                   $46,300

National Grid                 Supplies                   $25,823

MedLine Industries Inc.       Supplies                   $25,232

Long Term Health Services     Various                    $18,008

Hess Corporation              Supplies                   $16,655

Sysco Food Services           Food                       $15,570

Select Energy                 Electric                   $14,914

Blue Cross Blue Shield of GA  Employee medical           $13,573

Diagnostic Laboratory Med,    Lab                        $10,011
Inc.

Elge Plumbing & Heating Co.,  HVAC work                   $9,932
Inc.

Tender Care Health Services   Staffing agency             $9,603

Estate of Mary Donahue        Resident refund             $8,644

Alternative Care Providers,   Staffing agency             $8,643
Inc.

KCI USA, Inc.                 Supplies                    $7,702

Direct Supply Inc.            Supplies                    $7,488

Arcadia Health Care           Staffing agency             $6,991


* Cohen & Grigsby Hires Lisa Hofbauer as Estates Group Associate
----------------------------------------------------------------
Lisa Hofbauer Lipman joins Cohen & Grigsby's Naples, Florida
office as an associate in the Estates and Trusts Group.

She focuses her practice in the areas of estate planning, estate
administration, and the representation of fiduciaries in matters
involving estates, trusts and private foundations.

She received her J.D. from Boston College Law School in 2005, M.S.
from Northwestern University in 1995 and her B.A. from Union
College in 1993.

She is admitted to practice in Florida, Massachusetts and South
Carolina.  Prior to joining Cohen & Grigsby, Ms. Lipman was an
associate at the Boston office of Choate, Hall & Stewart LLP.

She resides in Naples.

Cohen & Grigsby -- http://www.cohenlaw.com/-- offers legal  
services to private and publicly held businesses, nonprofits,
multinational corporations, individuals and emerging companies.  
It has experience in bankruptcy, business, tax, employee benefits,
estates, trusts, immigration, intellectual property, international
business, litigation, labor and employment, and real estate. The
firm is headquartered in Pittsburgh, Pennsylvania and has offices
in Bonita Springs, Florida and Naples, Florida.


* MorrisAnderson Promotes Larry Hennessy to Principal
-----------------------------------------------------
Larry Hennessy has been promoted to Principal and equity owner of
MorrisAnderson & Associates, Ltd., in Chicago, Illinois.  Mr.
Hennessy, who has been with MorrisAnderson since 1999, is based in
St. Louis and works primarily with referral sources and clients in
St. Louis and Kansas City.

"We are excited to welcome Larry to a senior leadership position
in MorrisAnderson," says Dan Dooley, Principal and Chief Operating
Officer.  "He has significantly expanded our market presence in
St. Louis and Kansas City, and created our highly successful
Executive Mentoring service.  He is a superb consultant and
project manager, and we will rely on his leadership to achieve
even greater accomplishments in his new position.  I look forward
to working closely with him as we continue to build
MorrisAnderson's capabilities and strength."

Mr. Hennessy specializes in business turnarounds, crisis
management and financial analysis for family- and investor-owned
middle-market businesses, with an emphasis on cost reduction, cash
management and profit improvement.  He has served as Chief
Restructuring Officer and interim CFO on various assignments and
has been involved in consulting assignments for companies with
annual sales of $15 million to $200 million, including financial
advisory, turnarounds, bankruptcy, and sales of divisions and
companies.

Prior to joining MorrisAnderson, Mr. Hennessy served as CFO for
six privately held manufacturing companies in printing, direct
mail, food manufacturing, plastic injection molding and wire-
display manufacturing.  He also spent six years in financial
operations analysis at International Harvester.

Mr. Hennessy, a CPA, holds a bachelor's degree in accounting and
an MBA from Southern Illinois University.  He is a Certified
Turnaround Professional.

"Larry is the first of several senior consultants at
MorrisAnderson who we expect will advance to Principal and equity
owner status in the months and years ahead," Mr. Dooley notes.

                      About MorrisAnderson

Chicago-based MorrisAnderson has offices in New York, Atlanta,
Milwaukee, Delaware, Los Angeles, Cleveland and Nashville.  The
firm's eight service offerings include performance improvement,
financial advisory, turnarounds and workouts, investment banking,
interim management, lender services, information technology
services, and insolvency services and wind-downs.  MorrisAnderson
emphasizes hands-on involvement for companies with $20 million to
$250 million in annual sales. Now celebrating its 26th
anniversary, the firm recently merged with Centre Health Partners,
a management consulting firm specializing in financial and
operational performance improvement services for the health-care
industry.  MorrisAnderson's new health-care division is in
Nashville, Tennessee.


* Litigation Solution Launches New Legal Notification Services
--------------------------------------------------------------
Litigation Solution Inc., a regional leader in litigation support
services and Bankruptcy mailing services has launched
Bankruptcymailouts.com, a web portal for bankruptcy and legal
mailing fulfillment services.  Bankruptcy attorneys, corporate
council and shareholder groups can now easily upload legal notices
for printing and mailing via the U.S. Postal Service with a
certificate of fulfillment from Litigation Solution Inc.

Litigation Solution Inc. currently provides bankruptcy and
shareholder notification services for Fortune 500 companies
mailing millions of notices per client on large bankruptcy cases
involving privately held and publicly traded companies.  
Bankruptcy attorneys, corporate council and shareholder groups can
now upload, via a secure server, a master document and mailing
list file and then make a selection of print options to have
notices printed, stuffed in envelopes, and mailed via the U.S.
Postal Service many times in the same day in quantities in the
tens of thousands.  LSI can also provide Coding Accuracy Support
System and National Change of Address processing and also provides
a certification report of addressees mailed to.

All notices processed by Litigation Solution Inc. are printed and
stuffed in a secure facility.  Litigation Solution Inc. is a full
service litigation support company offering a full range of
services to the legal and corporate legal departments, with highly
trained and experienced personnel.  Their ability to automate the
mail out process and the use of technology has given them the
ability to produce large mail outs timely at a fraction of the
traditional cost.

"We are excited to have automated our processes and implemented
this secure portal enabling us to serve both our existing
customers and expand nationally," said Terry Vaughan, CEO of
Litigation Solution Inc., owner of Bankruptcymailouts.com.  "The
simplistic interface, one stop solution and competitive prices are
compelling for both small and large mailings."

                  About Litigation Solution Inc.

Based in Dallas, Texas and New York City, Litigation Solution Inc.
-- http://www.LSILegal.com/-- provides litigation support  
services including computer forensics, electronic discovery,
document imaging, and trial support services including; audio
visual services and graphics services for law firms and corporate
legal departments.  As one of the few companies with Licensed
Private Investigators and Certified Forensic Computer Examiners on
staff, Litigation Solution is fully compliant with the Texas laws
for computer evidence collection and provides expert witness
services for forensic matters.  The firm was founded in 1994 to
provide copy and administrative services to law firms and
corporate legal departments.


* BOND PRICING: For the week of January 22 - January 26, 2006
-------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
AHI-DFLT07/05                         8.625%  10/01/07    72
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    75
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    72
Archibald Candy                      10.000%  11/01/07     0
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     1
Autocam Corp.                        10.875%  06/15/14    28
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     7
Better Minerals                      13.000%  09/15/09    75
Burlington North                      3.200%  01/01/45    57
Calpine Corp                          4.000%  12/26/06    64
Cell Therapeutic                      5.750%  06/15/08    69
Cell Therapeutic                      5.750%  06/15/08    74
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp                          2.000%  10/15/29    41
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    69
Dana Corp                             5.850%  01/15/15    71
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             7.000%  03/15/28    72
Dana Corp                             9.000%  08/15/11    73
Dana Corp                            10.125%  03/15/10    74
Decode Genetics                       3.500%  04/15/11    71
Delco Remy Intl                       9.375%  04/15/12    38
Delco Remy Intl                      11.000%  05/01/09    42
Delta Air Lines                       2.875%  02/18/24    66
Delta Air Lines                       7.700%  12/15/05    71
Delta Air Lines                       7.900%  12/15/09    69
Delta Air Lines                       8.000%  06/03/23    68
Delta Air Lines                       8.300%  12/15/29    69
Delta Air Lines                       9.250%  03/15/22    68
Delta Air Lines                       9.250%  12/27/07    67
Delta Air Lines                       9.750%  05/15/21    67
Delta Air Lines                      10.000%  08/15/08    73
Delta Air Lines                      10.125%  05/15/10    70
Delta Air Lines                      10.375%  02/01/11    67
Delta Air Lines                      10.375%  12/15/22    69
Delta Mills Inc                       9.625%  09/01/07    14
Deutsche Bank NY                      8.500%  11/15/16    70
Dov Pharmaceutic                      2.500%  01/15/25    48
Dura Operating                        8.625%  04/15/12    35
Dura Operating                        9.000%  05/01/09     7
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Food Center                    11.000%  04/15/05     2
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     1
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    72
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Finova Group                          7.500%  11/15/09    31
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.700%  05/15/97    75
Global Health Sc                     11.000%  05/01/08     4
Golden Books Pub                     10.750%  12/31/04     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Home Prod Intl                        9.625%  05/15/08    45
Insight Health                        9.875%  11/01/11    29
Insilco Hldg Co                      14.000%  08/15/08     0
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    31
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    30
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                      12.750%  02/01/03    13
Kellstrom Inds                        5.750%  10/15/02     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp                            8.990%  07/05/10     6
Kmart Corp                            9.350%  01/02/20    12
Kmart Funding                         8.800%  07/01/10    29
Kmart Funding                         9.440%  07/01/18    15
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    67
Lifecare Holding                      9.250%  08/15/13    74
LTV Corp                              8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    68
MRS Fields                            9.000%  03/15/11    68
National Steel Corp                   8.375%  08/01/06     0
National Steel Corp                   9.875%  03/01/09     0
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    55
Northern Pacific RY                   3.000%  01/01/47    55
NorthPoint Comm                      12.875%  02/15/10     0
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    75
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     6
Oscient Pharm                         3.500%  04/15/11    70
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     6
Outboard Marine                      10.750%  06/01/08     6
Overstock.com                         3.750%  12/01/11    73
Pac-West-Tender                      13.500%  02/01/09    33
Pegasus Satellite                    12.375%  08/01/08     9
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     8
Pixelworks Inc                        1.750%  05/15/24    73
Pliant Corp                          13.000%  07/15/10    54
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    61
Primus Telecom                       12.750%  10/15/09    73
PSINET Inc                           10.000%  02/15/05     0
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13     9
S3 Inc                                5.750%  10/01/03     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    71
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      8.700%  10/07/08    43
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    54
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    35
United Air Lines                      9.560%  10/19/18    58
United Air Lines                      9.760%  12/31/49     4
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    52
United Air Lines                     10.850%  02/19/15    52
United Homes Inc                     11.000%  03/15/05     0
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     1
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  07/15/49     1
US Air Inc.                          10.550%  01/15/49     0
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     6
Werner Holdings                      10.000%  11/15/07     9
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.750%  04/15/10     0
Xerox Corp                            0.570%  04/21/18    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos
Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao,
Tara Marie A. Martin, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***